UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 14A

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant  |X|
Filed by a Party other than the Registrant  |_|

Check the appropriate box:
|_|   Preliminary Proxy Statement
|_|   Confidential, for Use of the Commission Only (as permitted by Rule
      14a-6(e)(2))
|X|   Definitive Proxy Statement
|_|   Definitive  Additional Materials
|_|   Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

                           META FINANCIAL GROUP, INC.
                (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):
|X|   No fee required

|_|  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
      1)    Title of each class of securities to which transaction applies:
      2)    Aggregate number of securities to which transaction applies:
      3)    Per unit price or other underlying value of transaction computed
            pursuant to Exchange Act Rule 0-11 (set forth the amount on which
            the filing fee is calculated and state how it was determined):
      4)    Proposed maximum aggregate value of transaction:
      5)    Total fee paid:

|_|    Fee paid previously with preliminary materials.

|_|  Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.
1)    Amount Previously Paid:
2)    Form, Schedule or Registration Statement No.:
3)    Filing Party:
4)    Date Filed:




                     [META FINANCIAL GROUP, INC. LETTERHEAD]


                                                               December 19, 2006



Dear Fellow Shareholders:

         On behalf of the Board of Directors and  management  of Meta  Financial
Group,   Inc.,  we  cordially  invite  you  to  attend  our  Annual  Meeting  of
shareholders.  The  meeting  will be held at 1:00  p.m.  local  time on  Monday,
January 22, 2007,  at our main office  located at 121 East Fifth  Street,  Storm
Lake, Iowa.

         The  attached  Notice  of  Annual  Meeting  of  Shareholders  and Proxy
Statement  discuss the business to be  conducted  at the  meeting.  We have also
enclosed a copy of our Annual Report to  Shareholders.  At the meeting,  we will
report on Meta Financial's operations and outlook for the year ahead.

         We  encourage  you to attend the meeting in person.  Whether or not you
plan to attend,  however,  please read the  enclosed  Proxy  Statement  and then
complete,  sign  and  date  the  enclosed  proxy  card  and  return  it  in  the
accompanying postpaid return envelope as promptly as possible. This will save us
the  additional  expense of soliciting  proxies and will ensure that your shares
are represented at the meeting. Regardless of the number of shares you own, your
vote is very important. Please act today.

         Your Board of Directors and  management  are committed to the continued
success of Meta Financial and the enhancement of your  investment.  As President
and  Chief  Executive  Officer,  I want to  express  my  appreciation  for  your
confidence and support.

                                         Very truly yours,

                                         /S/ J. TYLER HAAHR

                                         J. TYLER HAAHR
                                         President and Chief Executive Officer





                           META FINANCIAL GROUP, INC.
                              121 East Fifth Street
                             Storm Lake, Iowa 50588
                                 (712) 732-4117


        -----------------------------------------------------------------

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                         To be held on January 22, 2007
       ------------------------------------------------------------------


         Notice is hereby given that the Annual Meeting of  shareholders of Meta
Financial Group,  Inc. will be held at our main office located at 121 East Fifth
Street, Storm Lake, Iowa, on Monday,  January 22, 2007, at 1:00 p.m. local time.
At the Annual Meeting, shareholders will be asked to:

         o        Elect three (3) directors, each for a term of three (3) years;
                  and

         o        Consider  and act upon a  proposal  to amend our 2002  Omnibus
                  Incentive Plan (the "2002 Plan") for the following purposes:

                  o        to increase from 200,000 shares to 400,000 shares the
                           aggregate  number of shares  that may be issued  from
                           time to time pursuant to the 2002 Plan;

                  o        to modify certain  provisions that may cause the 2002
                           Plan,  and  the  awards  granted  thereunder,  to  be
                           subject to Section 409A of the Internal  Revenue Code
                           and prevent  potential  adverse  consequences  to the
                           participants in the 2002 Plan;

                  o        to reflect the name change of the Company  from First
                           Midwest  Financial,  Inc.  to Meta  Financial  Group,
                           Inc.; and

                  o        to effect  certain  other changes as set forth in the
                           amendment to the 2002 Plan.

                  A copy of the  proposed  amendment to the 2002 Plan (the "2002
                  Plan  Amendment")  is  included  as  Exhibit  A to this  proxy
                  statement,  and a copy of the 2002 Plan is included as Exhibit
                  B to this proxy statement.

         Your Board of Directors  recommends that you vote "FOR" the election of
each of the director nominees and "FOR" the proposal to amend the 2002 Plan.

         Shareholders  also will  transact any other  business that may properly
come before the Annual Meeting, or any adjournments or postponements thereof. We
are not aware of any other business to come before the meeting.

         The record  date for the Annual  Meeting is  November  27,  2006.  Only
shareholders  of record at the close of  business  on that date are  entitled to
notice of and to vote at the Annual Meeting or any  adjournment or  postponement
thereof.

         A proxy card and proxy  statement for the Annual  Meeting are enclosed.
Whether or not you plan to attend the Annual  Meeting,  please  take the time to
vote now by  signing,  dating  and  mailing  the  enclosed  proxy  card which is
solicited  on behalf of the Board of  Directors.  Your proxy will not be used if
you attend and vote at the Annual Meeting in person and your proxy selection may
be revoked or changed



prior to the meeting.  Regardless  of the number of shares you own, your vote is
very important. Please act today.

         Thank you for your continued interest and support.

                                           By Order of the Board of Directors

                                           /S/ J. TYLER HAAHR

                                           J. TYLER HAAHR
                                           President and Chief Executive Officer
Storm Lake, Iowa
December 19, 2006


--------------------------------------------------------------------------------
Important:  The  prompt  return of proxies  will save us the  expense of further
requests for proxies to ensure a quorum at the Annual  Meeting.  A pre-addressed
envelope  is  enclosed  for your  convenience.  No postage is required if mailed
within the United States.
--------------------------------------------------------------------------------




                           META FINANCIAL GROUP, INC.
                              121 East Fifth Street
                             Storm Lake, Iowa 50588
                                 (712) 732-4117

                           --------------------------

                                 PROXY STATEMENT
                           --------------------------

                         ANNUAL MEETING OF SHAREHOLDERS
                           To be held January 22, 2007


                                  INTRODUCTION

         The Board of Directors of Meta Financial Group,  Inc. ("Meta Financial"
or the  "Company")  is using this proxy  statement  to solicit  proxies from the
holders of Company  common stock for use at Meta  Financial's  Annual Meeting of
shareholders  ("Annual  Meeting").  We are mailing this proxy  statement and the
enclosed form of proxy to our shareholders on or about December 19, 2006.

         Certain  information  provided  herein relates to MetaBank and MetaBank
West Central,  both of which are wholly owned  subsidiaries  of Meta  Financial.
MetaBank and MetaBank  West Central are  collectively  referred to in this proxy
statement as the "Banks."

                      INFORMATION ABOUT THE ANNUAL MEETING

Time and Place of the Annual  Meeting;  Matters to be  Considered  at the Annual
Meeting

         Time and Place of the Annual  Meeting.  Our Annual Meeting will be held
         as follows:

         Date:    January 22, 2007
         Time:    1:00 p.m., local time
         Place:   MetaBank
                  121 East Fifth Street
                  Storm Lake, Iowa

         Matters to be Considered at the Annual Meeting.  At the Annual Meeting,
shareholders of Meta Financial are being asked to consider and vote upon (i) the
election of three (3) directors, each for a three-year term, and (ii) a proposal
to amend our 2002 Omnibus  Incentive Plan (the "2002 Plan") to (A) increase from
200,000  shares to 400,000  shares the  aggregate  number of shares  that may be
issued  from  time to  time  pursuant  to the  2002  Plan;  (B)  modify  certain
provisions that may cause the 2002 Plan, and the awards granted  thereunder,  to
be subject to Section  409A of the Internal  Revenue Code and prevent  potential
adverse  consequences to the participants in the 2002 Plan; (C) reflect the name
change of the Company  from First  Midwest  Financial,  Inc.  to Meta  Financial
Group,  Inc.; and (D) effect certain other changes as set forth in the amendment
to the 2002 Plan.  The  shareholders  also will transact any other business that
may  properly  come  before  the  Annual  Meeting.  As of the date of this proxy
statement,  we  are  not  aware  of  any  other  business  to be  presented  for
consideration  at the Annual  Meeting  other than the matters  described in this
proxy statement.



Voting Rights; Vote Required

         Voting Rights of Shareholders. November 27, 2006 is the record date for
the Annual Meeting.  Only  shareholders of record of Meta Financial common stock
as of the close of business on that date are  entitled to notice of, and to vote
at,  the Annual  Meeting.  You are  entitled  to one vote for each share of Meta
Financial  common stock you own. On November 27, 2006,  2,534,367 shares of Meta
Financial  common  stock were  outstanding  and  entitled  to vote at the Annual
Meeting.

         Employee Plan Shares.  We maintain the Meta  Financial  Employee  Stock
Ownership  Plan  and  the  Meta  Financial  Group  Profit  Sharing  401(k)  Plan
(collectively,  the "Employee Plans"),  which own approximately 15.19 percent of
the Meta  Financial  common stock  outstanding.  Subject to certain  eligibility
requirements,  employees of Meta  Financial and the Banks  participate in one or
both of the Employee Plans.  Each participant in an Employee Plan is entitled to
instruct the trustee of such Employee Plan how to vote such participant's shares
of Meta Financial common stock allocated to his or her Employee Plan account. If
an Employee  Plan  participant  properly  executes the voting  instruction  card
distributed  by the Employee Plan  trustee,  the Employee Plan trustee will vote
such  participant's  shares in accordance with the  participant's  instructions.
Where properly  executed voting  instruction  cards are returned to the Employee
Plan trustee with no specific  instruction as how to vote at the Annual Meeting,
the trustee may vote such shares in its  discretion.  In the event the  Employee
Plan  participant  fails to give timely voting  instructions to the trustee with
respect to the voting of the common stock that is allocated to the participant's
Employee  Plan  account,  the Employee  Plan trustee may vote such shares in its
discretion.  The Employee  Plan  trustee will vote the shares of Meta  Financial
common stock held in the Employee  Plans but not allocated to any  participant's
account in the manner directed by the majority of the  participants who directed
the trustee as to the manner of voting their allocated shares.

         Shares held by a Broker. If you are the beneficial owner of shares held
by a broker in "street  name," your broker,  as the record holder of the shares,
will vote the shares in accordance  with your  instructions.  If you do not give
instructions to your broker,  your broker will  nevertheless be entitled to vote
the shares with respect to  "discretionary"  items, but will not be permitted to
vote your  shares  with  respect to  "non-discretionary"  items.  In the case of
non-discretionary  items, the shares will be treated as "broker  non-votes." The
election of directors is expected to be  considered a  "discretionary"  item, in
which case your broker may vote your shares without  instructions  from you. The
amendment  of our 2002  Omnibus  Incentive  Plan is expected to be  considered a
"non-discretionary" item, in which case your broker will not be entitled to vote
your shares with respect to this proposal without an instruction from you.

         Votes  Required for Election of Directors  and a Quorum.  Directors are
elected by a plurality of the votes cast,  in person or by proxy,  at the Annual
Meeting by holders of Meta  Financial  common  stock.  This means that the three
director  nominees with the most  affirmative  votes will be elected to fill the
three  available  seats.  Shares that are  represented by proxy which are marked
"vote  withheld"  for the election of one or more  director  nominees and broker
non-votes  will  have no  effect  on the vote  for the  election  of  directors,
although  they will be counted for purposes of  determining  whether  there is a
quorum. A quorum is necessary in order for us to conduct the Annual Meeting, and
if  one-third  of all the  shares  entitled  to vote  are in  attendance  at the
meeting, either in person or by proxy, then the quorum requirement is met.

         If a  director  nominee is unable to stand for  election,  the Board of
Directors  may either  reduce the number of  directors to be elected or select a
substitute nominee. If a substitute nominee is selected,  the proxy holders will
vote your shares for the substitute nominee, unless you have withheld authority.
As of

                                       2


the date of this proxy statement, we are not aware of any reason that a director
nominee would be unable to stand for election.

         Votes  Required  for  Amendment  of 2002 Omnibus  Incentive  Plan.  The
affirmative  vote of a majority  of the stock  present in person or by proxy and
entitled to vote at the Annual  Meeting is required to approve an  amendment  to
our 2002 Omnibus  Incentive  Plan.  Abstentions  will be considered  present and
entitled  to vote  with  respect  to the  proposal  to amend  the  2002  Omnibus
Incentive  Plan,  and they will  have the same  effect  as votes  "against"  the
proposal.  Broker non-votes will not be considered  present and entitled to vote
with  respect to the  proposal  to amend the 2002  Omnibus  Incentive  Plan and,
therefore, they will have no effect on the voting for this matter.

         Your Board of Directors unanimously recommends that you vote "FOR" each
of the  director  nominees  set  forth in this  proxy  statement,  and "FOR" the
proposal to amend our 2002 Omnibus Incentive Plan.

Voting of Proxies; Revocability of Proxies; Proxy Solicitation Costs

         Voting of Proxies.  You may vote in person at the Annual  Meeting or by
proxy. To ensure your  representation  at the Annual Meeting,  we recommend that
you vote now by proxy  even if you plan to attend the  Annual  Meeting.  You may
change your vote by attending and voting at the Annual  Meeting or by submitting
another proxy with a later date. See "-Revocability of Proxies" below.

         Voting  instructions  are  included on your proxy card.  Shares of Meta
Financial common stock represented by properly executed proxies will be voted by
the  individuals  named in such  proxy  in  accordance  with  the  shareholder's
instructions.  Where  properly  executed  proxies are returned to Meta Financial
with no specific  instruction as how to vote at the Annual Meeting,  the persons
named in the  proxy  will vote the  shares  "FOR"  the  election  of each of the
director  nominees,  and "FOR" the proposal to amend our 2002 Omnibus  Incentive
Plan.

         The persons named in the proxy will have the  discretion to vote on any
other business  properly  presented for  consideration  at the Annual Meeting in
accordance with their best judgment. We are not aware of any other matters to be
presented  at the Annual  Meeting  other than those  described  in the Notice of
Annual Meeting of Shareholders accompanying this document.

         You may receive  more than one proxy card  depending on how your shares
are held.  For  example,  you may hold some of your  shares  individually,  some
jointly  with your  spouse and some in trust for your  children -- in which case
you would receive three separate proxy cards to vote.

         Revocability  of Proxies.  You may revoke your proxy before it is voted
         by:

         o    submitting a new proxy with a later date,

         o    notifying  the  Corporate  Secretary of Meta  Financial in writing
              before the Annual Meeting that you have revoked your proxy, or

         o    voting in person at the Annual Meeting.

         If you plan to attend the Annual Meeting and wish to vote in person, we
will give you a ballot at the Annual Meeting.  However,  if your shares are held
in the  name  of  your  broker,  bank  or  other  nominee,  you  must  bring  an
authorization  letter from the broker,  bank or nominee indicating that you were
the

                                       3


beneficial owner of Meta Financial common stock on November 27, 2006, the record
date for voting at the Annual Meeting, if you wish to vote in person.

         Proxy  Solicitation  Costs.  We will pay our own  costs  of  soliciting
proxies. In addition to this mailing, Meta Financial's  directors,  officers and
employees may also solicit proxies  personally,  electronically or by telephone.
We will also reimburse  brokers,  banks and other nominees for their expenses in
sending these materials to you and obtaining your voting instructions.

                                 STOCK OWNERSHIP

         The following  table  presents  information  regarding  the  beneficial
ownership of Meta Financial common stock as of November 27, 2006, by:

         o    those  persons  or  entities  (or group of  affiliated  persons or
              entities) known by management to  beneficially  own more than five
              percent of our outstanding common stock;

         o    each director and director nominee of Meta Financial;

         o    each  executive  officer of Meta  Financial  named in the  Summary
              Compensation Table appearing under "Executive Compensation" below;
              and

         o    all of the executive officers and directors of Meta Financial as a
              group.

         The persons  named in the table  below have sole  voting  power for all
shares of common stock shown as beneficially owned by them, subject to community
property laws where  applicable  and except as indicated in the footnotes to the
table.

         Beneficial  ownership is determined in accordance with the rules of the
Securities  and  Exchange  Commission  (the "SEC").  In computing  the number of
shares  beneficially  owned by a person  and the  percentage  ownership  of that
person,  shares of common  stock  subject to  outstanding  options  held by that
person  that are  currently  exercisable  or  exercisable  within 60 days  after
November 27, 2006 are deemed outstanding.  Such shares,  however, are not deemed
outstanding  for the purpose of computing the percentage  ownership of any other
person.  Percentage  ownership  is based upon  2,534,367  shares of common stock
outstanding on November 27, 2006.

                                       4




                                                                              Shares Beneficially   Percent of
                          Beneficial Owners                                          Owned            Class
-------------------------------------------------------------------------     -------------------   ----------
                                                                                                
Tontine Financial Partners, L.P.                                                     218,600          8.63%

Meta Financial Group, Inc. Employee Plans                                            384,983 (1)      15.19

E. Wayne Cooley, Director                                                             76,220          3.01

E. Thurman Gaskill, Director                                                          50,264 (2)      1.98

James S. Haahr, Chairman of the Board (3)                                            249,029 (4)      9.64

J. Tyler Haahr, Director, President and Chief Executive Officer(3)                   198,728 (5)      7.55

Troy Moore, III, Executive Vice President and Chief Operating Officer(3)              73,766 (6)      2.88

Bradley C. Hanson, Director, Executive Vice President                                 31,382 (7)      1.23

Rodney G. Muilenburg, Director                                                       105,801          4.17

Jeanne Partlow, Director                                                               4,728            *

Frederick V. Moore, Director                                                             250            *

Jonathan M. Gaiser, Senior Vice President, Secretary, Treasurer
  and CFO                                                                              2,812 (8)        *

Directors and executive officers of Meta Financial
  and the Banks as a group (10 persons)                                              792,980 (9)      30.78


---------------------
*     Indicates less than 1%.

(1)   Represents shares held by the Meta Financial Employee Stock Ownership Plan
      and the Meta Financial Group Profit Sharing 401(k) Plan (collectively, the
      "Employee  Plans").  An aggregate of 119,722 shares have been allocated to
      accounts of Employee Plan  participants  Mr. James S. Haahr,  Mr. J. Tyler
      Haahr,  Mr. Moore,  Mr. Hanson and Mr.  Gaiser,  and such shares have been
      reflected as "Shares Beneficially Owned" by such executive officers in the
      above table.  Pursuant to the terms of the Employee  Plans,  each Employee
      Plan  participant  has the right to direct the Employee Plans' trustee how
      to vote the shares of common stock  allocated to his or her account  under
      the Employee  Plans.  Security  National  Bank,  Sioux City,  Iowa, as the
      Employee Plans' trustee, may be deemed to beneficially own the shares held
      by the  Employee  Plans which have not been  allocated  to the accounts of
      participants  and the Employee  Plans  provide  that the  Employee  Plans'
      trustee  will vote those shares  based on the voting  instructions  of the
      majority of participants  who directed the voting on the shares  allocated
      to their accounts.
(2)   Includes  49,114  shares  as to which  Mr.  Gaskill  has  reported  shared
      ownership.
(3)   Mr.  James  S.  Haahr  is the  father  of  Mr.  J.  Tyler  Haahr  and  the
      father-in-law of Troy Moore, III. Mr. J. Tyler Haahr is the brother-in-law
      of Troy Moore, III.
(4)   Includes  48,721  shares which Mr. James S. Haahr has the right to acquire
      pursuant to stock  options  within 60 days after  November 27,  2006,  and
      8,387  shares held by a limited  liability  company of which Mr.  James S.
      Haahr is a member.
(5)   Includes  96,164  shares which Mr. J. Tyler Haahr has the right to acquire
      pursuant to stock  options  within 60 days after  November 27,  2006,  and
      31,307 shares held by a trust of which Mr. J. Tyler Haahr is a trustee.
(6)   Includes 27,936 shares  which Mr. Moore has the right to acquire  pursuant
      to stock options within 60 days after November 27, 2006.
(7)   Includes  20,621 shares which Mr. Hanson has the right to acquire pursuant
      to stock  options  within 60 days after November 27, 2006.
(8)   All 2,812  shares  consist  of shares  which Mr.  Gaiser  has the right to
      acquire pursuant to stock options within 60 days after November 27, 2006.

                                       5


(9)   Includes shares held directly,  as well as, jointly with family members or
      held by trusts,  with  respect to which shares the listed  individuals  or
      group members may be deemed to have sole or shared  voting and  investment
      power.  Included  in the  shares  reported  as  beneficially  owned by all
      directors and executive officers are options to purchase 196,254 shares of
      Meta Financial common stock.


                        PROPOSAL I: ELECTION OF DIRECTORS

         Our  Board  of   Directors   currently   consists  of  eight   members.
Approximately  one-third of the  directors  are elected  annually to serve for a
three-year  period  or  until  their  respective   successors  are  elected  and
qualified.  All of our  director  nominees  currently  serve  as Meta  Financial
directors.

         The  table  below  sets  forth  information   regarding  our  Board  of
Directors, including their age, position with Meta Financial and term of office.
Mr. G. Mark Mickelson, formerly an independent director, departed from the Board
of Directors  effective  on January 23,  2006,  the day his term expired and the
date of our 2006  Annual  Meeting of  Shareholders.  As  disclosed  in our proxy
statement for the fiscal year ended September 30, 2005, Mr. Mickelson  announced
his  intention  not to stand for  reelection on November 28, 2005. In accordance
with our by-laws,  and as disclosed in a Form 8-K filed on January 24, 2006, Mr.
Frederick  V. Moore was  appointed to a three year term as a member of the class
of 2009 to fill the vacancy created by Mr. Mickelson's departure.

         If before the election it is  determined  that any director  nominee is
unable to serve,  your proxy authorizes a vote for a replacement  nominee if our
Board of Directors names one. At this time, we are not aware of any reason why a
nominee might not remain on the ballot until the  election.  Except as disclosed
in this proxy statement, there are no arrangements or understandings between any
nominee and any other person  pursuant to which such nominee was  selected.  The
Board of Directors recommends you vote "FOR" each of the director nominees.




                                                                                         Director      Term to
         Name               Age             Position(s) Held in Meta Financial           Since (1)     Expire
-------------------------   ---    ------------------------------------------------     ----------    ----------
                                                                                               
                                                         Nominees
                                                         --------
E. Wayne Cooley             84     Director                                                1985         2010
J. Tyler Haahr(2)           43     Director, President and Chief Executive Officer         1992         2010
Bradley C. Hanson           42     Director, Executive Vice President                      2005         2010

                                               Directors Remaining in Office
                                               -----------------------------
E. Thurman Gaskill          71     Director                                                1982         2008
Rodney G. Muilenburg        62     Director                                                1989         2008
James S. Haahr(2)           67     Chairman of the Board                                   1962         2009
Jeanne Partlow              73     Director                                                1996         2009
Frederick V. Moore          50     Director                                                2006         2009



-------------------
(1) Includes service as a director of MetaBank.
(2) James S. Haahr is the father of J. Tyler Haahr.

         The principal occupation of each director of Meta Financial and each of
the nominees for director is set forth below.  All  directors  and nominees have
held their present position for at least five years unless otherwise indicated.

         E. Wayne Cooley - Dr. Cooley is Consultant  Emeritus of the Iowa Girls'
High School  Athletic Union in Des Moines,  Iowa. He is Executive Vice President
of the Iowa  High  School  Speech

                                       6


Association,  a member of the Buena Vista University Board of Trustees, a member
of the Drake Relays  Executive  Committee,  and on the Board of Directors of the
Women's College  Basketball  Association  Hall of Fame. Dr. Cooley has served as
Chairman of the Iowa Heart  Association  and as Vice Chairman of the Iowa Games.
He is a 1943 graduate of Buena Vista  College,  in Storm Lake,  Iowa,  and holds
honorary  doctorate  degrees from Buena Vista University in Storm Lake, Iowa and
Morningside College in Sioux City, Iowa.

         J. Tyler Haahr - Mr. Haahr is President and Chief Executive Officer for
Meta Financial  Group,  Inc. and MetaBank;  Chief Executive  Officer of Security
State Bank;  Vice President and Secretary of First Services  Financial  Limited;
and President of First Services  Trust  Company.  Mr. Haahr has been employed by
Meta Financial and its affiliates  since March 1997. He was previously a partner
with the law firm of Lewis and Roca LLP, Phoenix,  Arizona.  Mr. Haahr serves on
the board of  directors  of the Sioux Falls YMCA.  Mr.  Haahr  received his B.S.
degree  with  honors at the  University  of South  Dakota in  Vermillion,  South
Dakota.  He graduated  with honors from the  Georgetown  University  Law Center,
Washington, D.C.

         E. Thurman Gaskill - Mr. Gaskill has owned and operated a grain farming
operation  located  near  Corwith,   Iowa,  since  1958.  He  has  served  as  a
commissioner  with the Iowa  Department  of Economic  Development  and also as a
commissioner with the Iowa Department of Natural  Resources.  Mr. Gaskill is the
past  president of Iowa Corn Growers  Association,  past  chairman of the United
States  Feed  Grains  Council,  and has  served in  numerous  other  agriculture
positions.  He was  re-elected  to the Iowa State Senate in 2004 and  represents
District 6. He has served as Chairman of the Senate  Agricultural  Committee and
as Assistant Majority Leader of the Iowa Senate.

         Rodney G.  Muilenburg - Mr.  Muilenburg is a retired  dairy  specialist
with Purina Mills, Inc. He is currently a Consultant for TransOva Genetics Dairy
Division.  Mr.  Muilenburg  received a B.A.  degree in  Biological  Science from
Northwestern  College,  Orange  City,  Iowa;  M.A.  degree in  secondary  school
education from Mankato State University,  Mankato,  Minnesota;  and a Specialist
Degree  in  secondary  school  administration  from  Mankato  State  University,
Mankato, Minnesota.

         James  S.  Haahr - Mr.  Haahr is the  Chairman  of the  Board  for Meta
Financial,  Inc.,  MetaBank,  and MetaBank West Central. Mr. Haahr has served in
various  capacities  since  beginning  his career with  MetaBank in 1961.  He is
Chairman  of the  Board  of  Trustees  and  former  Chairman  of the  Investment
Committee  of Buena  Vista  University.  He is a former  member  of the  Savings
Association  Insurance  Fund Industry  Advisory  Committee to the FDIC, and past
member of the Legislative  Committee of Iowa Bankers  Association.  Mr. Haahr is
former Vice  Chairman of the Board of Directors of the Federal Home Loan Bank of
Des Moines, former Chairman of the Iowa League of Savings Institutions, a former
member of the Board of  Directors of  America's  Community  Bankers and a former
director of the U.S. League of Savings Institutions. Mr. Haahr received his B.S.
degree from Buena Vista  College,  now Buena  Vista  University,  in Storm Lake,
Iowa.

         Jeanne Partlow - Mrs.  Partlow retired in June 1998 as President of the
Iowa Savings Bank  Division of MetaBank,  located in Des Moines,  Iowa.  She was
President,  Chief  Executive  Officer and  Chairman of the Board of Iowa Savings
Bank,  F.S.B.,  from 1987 until the end of December 1995, when Iowa Savings Bank
was acquired by and became a division of MetaBank. Mrs. Partlow is a past member
of the Board of  Directors of the Federal Home Loan Bank of Des Moines with over
30 years of bank management experience.

         Bradley C. Hanson - Mr. Hanson is an Executive  Vice  President of both
the Company and MetaBank,  and he is the Division President for the Meta Payment
Systems division of MetaBank.  He

                                       7


serves on the Board of Directors and Executive Committee for the Network Branded
Prepaid Card  Association.  Mr. Hanson has been  employed by MetaBank  since May
2004.  From 1991 until joining  MetaBank in May 2004, Mr. Hanson was employed by
Bankfirst  in Sioux  Falls,  South  Dakota,  where he  served  in a  variety  of
capacities,  including  Senior Vice President of Payment Systems from March 2001
to April  2004.  Mr.  Hanson  received  his B.A.  degree in  Economics  from the
University  of South  Dakota in 1988.  He  attended  the ABA School of  Bankcard
Management at the University of Delaware in 1996 and the ABA Graduate  School of
Bankcard Management at the University of Oklahoma in 1997.

         Frederick  V. Moore - Mr.  Moore has served as President of Buena Vista
University in Storm Lake, Iowa since 1995. He currently  serves as a director of
the Iowa Association of Independent Colleges and Universities,  the Iowa College
Foundation and the Council for Adult and  Experiential  Learning.  He previously
worked in  corporate  America as a  strategic  planner,  financial  analyst  and
marketing  executive.  Mr. Moore is an attorney who received  J.D.  with honors,
M.B.A. and B.A degrees from the University of North Carolina at Chapel Hill.


                        COMMUNICATING WITH OUR DIRECTORS

         Although  the Company has not to date  developed  formal  processes  by
which shareholders may communicate directly with directors, it believes that the
informal  process,  in which  any  communication  addressed  to the Board at the
Company's  offices at 121 East Fifth Street,  Storm Lake, Iowa 50588, in care of
Investor  Relations,  the Chairman of the Board,  President  or other  corporate
officer is  forwarded  to the Board,  has served the Board's  and  shareholders'
needs.   There  is  currently  no  screening   process,   and  all   shareholder
communications  that are  received by officers  for the  Board's  attention  are
forwarded to the Board. In view of recently adopted SEC disclosure  requirements
relating to this issue,  the Board may consider the development of more specific
procedures.  Until any other procedures are developed, any communications to the
Board should be sent to it in care of Investor Relations.

                             MEETINGS AND COMMITTEES

Meetings

         Meetings  of the Board of  Directors  are  generally  held on a monthly
basis. The Board of Directors  conducted 12 regular meetings during fiscal 2006.
Each director  attended at least 75% of the Board meetings and any committees on
which he or she served.

Committees

         The  Board of  Directors  of Meta  Financial  has an  Audit  Committee,
Compensation Committee, Stock Option Committee, and Nominating Committee.

         Audit Committee                Compensation Committee
         ---------------                ----------------------

         E. Wayne Cooley                E. Wayne Cooley
         Frederick V. Moore             E. Thurman Gaskill
         Jeanne Partlow                 Rodney G. Muilenburg
                                        Jeanne Partlow

                                       8


         Stock Option Committee         Nominating Committee
         ----------------------         --------------------

         E. Thurman Gaskill             E. Thurman Gaskill
         Rodney G. Muilenburg           Rodney G. Muilenburg
                                        Jeanne Partlow

         The Audit  Committee met 4 times during  fiscal 2006.  The functions of
the Audit Committee are as follows:

         o    Monitor the integrity of the Company's financial reporting process
              and systems of internal controls  regarding  finance,  accounting,
              and regulatory compliance;

         o    Monitor  the   independence   and  performance  of  the  Company's
              independent auditors and internal auditing department; and

         o    Provide an avenue of communication among the independent auditors,
              management,  the internal  auditing  department,  and the Board of
              Directors.

         The  Compensation  Committee  met one  time  during  fiscal  2006.  The
functions of the Compensation Committee are as follows:

         o    Make  salary and bonus  recommendations  and  determine  terms and
              conditions of employment of the officers of Meta Financial;

         o    Oversee the  administration of our employee benefit plans covering
              employees generally (other than stock incentive plans administered
              by the Stock Option Committee); and

         o    Make recommendation  to the Board of Directors with respect to our
              compensation policies.

         The  Stock  Option  Committee  met one time  during  fiscal  2006.  The
functions of the Stock Option Committee are as follows:

         o    Administer our stock incentive plan; and

         o    Make recommendations to the Board of Directors with respect to our
              stock compensation policies.

         The  Nominating   Committee  is  comprised   entirely  of  "independent
directors",  meeting the criteria for independence in Rule 10A-3(b)(1) under the
Exchange  Act and Rule 4200 of the  NASDAQ  Marketplace  Rules.  The  Nominating
Committee  operates pursuant to a written charter,  a copy of which was attached
as Exhibit A to Meta  Financial's  proxy  statement  for the  fiscal  year ended
September  30,  2004.  Nominations  of  persons  for  election  to the  Board of
Directors may be made only by or at the direction of the  Nominating  Committee,
or by any  shareholder  entitled  to vote  for the  election  of  directors  who
complies with the notice  procedures set forth in the By-laws of Meta Financial.
Pursuant to the  By-laws,  nominations  by  shareholders  must be  delivered  in
writing to the Secretary of Meta Financial at least 30 days prior to the date of
the Annual Meeting; provided, however, that in the event that less than 40 days'
notice or prior disclosure of the date of the Annual Meeting is given or made to
shareholders,  to be timely,  notice by the shareholder  must be received at the
executive  offices of Meta Financial not later than the close of business on the
10th day  following  the day on which such notice of the date of the meeting was
mailed or such public disclosure  thereof was made. Except as may be required by
rules promulgated

                                       9


by NASDAQ or the SEC,  currently there are no specific,  minimum  qualifications
that must be met by each candidate for the Board of Directors, nor are there any
specific  qualities or skills that are  necessary for one or more of the members
of the Board of Directors to possess.

         The  Company  is  incorporated  in  Delaware  and has held  its  annual
meetings in Iowa since its incorporation. Senior members of management have been
present  at each  annual  meeting  to meet  with  shareholders  and  answer  any
questions.  Historically,  shareholder  attendance  has been  limited,  which we
attribute  to our  policy  of  regular  and  detailed  communications  with  our
shareholders  and investors  through  meeting with management and other investor
relations   activities.   In  view  of  the  fact  that  shareholders  have  not
historically  attended  our  annual  meetings,  and  that a high  percentage  of
directors  generally  are present at the annual  meeting,  we have not adopted a
policy regarding the attendance of directors at the annual meeting.

Audit Committee Matters

         The following  Report of the Audit  Committee of the Board of Directors
shall not be deemed to be soliciting material or to be incorporated by reference
by any general  statement  incorporating  by reference this proxy statement into
any  filing  under  the  Securities  Act of 1933 as  amended  or the  Securities
Exchange Act of 1934 as amended (the "Exchange Act"),  except to the extent Meta
Financial Group, Inc.  specifically  incorporates this Report therein, and shall
not otherwise be deemed filed under such Acts.

         Audit  Committee  Report.  The Audit Committee has issued the following
report with respect to the audited  financial  statements of the Company for the
fiscal year ended September 30, 2006:

         o        The  Audit  Committee  has  reviewed  and  discussed  with the
                  Company's   management  the  Company's   fiscal  2006  audited
                  financial statements;

         o        The  Audit   Committee  has   discussed   with  the  Company's
                  independent  auditors  (McGladrey  & Pullen,  LLP) the matters
                  required to be  discussed by  Financial  Accounting  Standards
                  Board  Statement on Auditing  Standards No. 61  "Communication
                  with Audit Committees";

         o        The Audit  Committee has received the written  disclosures and
                  letter from the independent  auditors required by Independence
                  Standards Board Standard No. 1 (which relates to the auditors'
                  independence  from the Company and its related  entities)  and
                  has discussed  with the auditors their  independence  from the
                  Company; and

         o        Based on the review and  discussions  referred to in the three
                  items above,  the Audit Committee  recommended to the Board of
                  Directors that the fiscal 2006 audited financial statements be
                  included in the  Company's  Annual Report on Form 10-K for the
                  fiscal year ended September 30, 2006.

         Submitted by the Audit Committee of the Company's Board of Directors:

                E. Wayne Cooley     Frederick V. Moore     Jeanne Partlow

         Audit Committee Member  Independence and Audit Committee Charter.  Each
member of the Audit  Committee  is a  non-employee  director  who: (1) meets the
criteria for independence  set forth in Rule 10A-3(b)(1)  under the Exchange Act
and Rule 4200 of the NASDAQ  Marketplace  Rules; (2) has not

                                       10


participated in the preparation of the financial statements of Meta Financial or
any of its current subsidiaries at any time during the past three years; and (3)
is able to read and understand  fundamental  financial  statements,  including a
company's balance sheet, income statement and cash flow statement.  Our Board of
Directors has  determined  that our Audit  Committee has at least one member who
qualifies as an "audit  committee  financial  expert" as that term is defined in
the rules and regulations of the SEC. The Board has determined that Ms. Partlow,
based  upon  her  experience,  training  and  education,  qualifies  as an audit
committee  financial  expert  by  virtue  of  the  fact  that  she  has  (a)  an
understanding of generally accepted accounting principles ("GAAP") and financial
statements;  (b) the  ability  to  assess  the  general  application  of GAAP in
connection with accounting for estimates,  accruals and reserves; (c) experience
preparing, auditing, analyzing or evaluating financial statements that present a
breadth  and  level of  complexity  of  accounting  issues  that  are  generally
comparable  to the  breadth and  complexity  of issues  that can  reasonably  be
expected  to be  raised  by  the  Company's  financial  statements  as  well  as
experience actively  supervising one or more persons engaged in such activities;
(d)  an  understanding  of  internal   controls  and  procedures  for  financial
reporting;  and (e) an understanding of audit committee functions. The Company's
Board of Directors  has adopted a written  audit  committee  charter,  a copy of
which was attached as Appendix A to the Company's  proxy  statement for the 2004
Annual Meeting of Stockholders.

                            COMPENSATION OF DIRECTORS

         During the fiscal year ended  September 30, 2006, all directors of Meta
Financial  received an annual retainer of $5,000.  Each Meta Financial  director
also  received  an award on  September  29,  2006 of 250 shares of  fully-vested
restricted  common stock with a fair market  value of $6,108.  Directors of Meta
Financial do not receive any additional  fees for attending Meta Financial board
or committee meetings.  Each of the directors of Meta Financial also serves as a
director  for each of the Banks.  For fiscal  2006,  non-employee  directors  of
MetaBank  were paid an annual  retainer  of $6,000  and  received  $750 for each
meeting of the board  attended,  and members of the  Compensation  Committee and
Audit  Committee of MetaBank  received $200 for each meeting of such  committees
attended. Board members who are employees of the Banks do not receive a retainer
for  service  on the  MetaBank  board,  nor do  they  receive  compensation  for
attendance at MetaBank board or committee  meetings.  Directors of MetaBank West
Central  were not paid an annual  retainer  for fiscal  2006.  Each  director of
MetaBank West Central received $400 for each meeting of the board attended,  and
members of MetaBank West Central's Audit Committee  received $100 for each Audit
Committee meeting attended.





                             EXECUTIVE COMPENSATION

Summary Compensation Table

         The  following   table  sets  forth  summary   information   concerning
compensation  awarded to, earned by or paid to Meta Financial's  chief executive
officer and its other executive officers,  whose total salary and bonus exceeded
$100,000,  for services rendered in all capacities during the fiscal years ended
September 30, 2006, 2005 and 2004. Each of these officers  received  perquisites
and other  personal  benefits in addition to salary and bonus during the periods
stated.  The aggregate amount of these perquisites and other personal  benefits,
however,  did not  exceed  the  lesser of  $50,000  or 10% of the total of their
annual  salary and bonus and,  therefore,  has been  omitted as permitted by the
rules of the SEC. We will use the term "named  executive  officers" from time to
time in this proxy statement to refer to the officers listed in the table below.


                                       11




                                                                   Long Term Compensation
                                            Annual Compensation           Awards(7)
                                           ----------------------  ------------------------
                                                                                 Restricted
                                                                     Options       Stock       All Other
                                            Salary        Bonus        /SARs       Awards     Compensation
    Name and Principal Position     Year      ($)           ($)         (#)         ($)           ($)
---------------------------------   ----   --------      --------   ----------   ----------  ---------------
                                                                              
James S. Haahr                      2006   $275,600(1)   $ 87,054       7,914     $  6,108(5)   $ 46,502(6)
    Chairman of the Board           2005    300,800(1)         --          --           --        34,809
                                    2004    277,000(1)    106,000       8,100           --        47,521

J. Tyler Haahr                      2006   $307,800(2)   $ 98,340       8,940     $  6,108(5)   $ 45,413(6)
    President and Chief Executive   2005    293,000(2)     24,000       2,160           --        30,873
   Officer                          2004    270,000(2)    106,000      22,950           --        45,009

Bradley C. Hanson                   2006   $199,800(3)   $ 62,700      45,700     $250,408(5)   $ 30,776(6)
   Executive Vice President         2005    175,000      $ 57,750       3,937           --         5,469

Troy Moore III                      2006   $160,000      $ 52,800       4,800           --      $ 26,746(6)
   Executive V ice President        2005    125,000        18,750       2,812           --        14,536
   and Chief Operating Officer

Jonathan M. Gaiser                  2006   $ 88,942      $ 40,938(4)    7,812           --      $  6,614(4)(6)
Senior Vice President
   Secretary, Treasurer and
   Chief Financial Officer



--------------------
(1)  Includes  $2,000  of  deferred  compensation,   pursuant  to  the  deferred
     compensation  agreement entered into in 1980 between Mr. James S. Haahr and
     MetaBank,  $5,000 for service as a director of Meta  Financial,  and $4,800
     for service as a director of MetaBank West Central.

(2)  Includes $5,000 for service as a director of Meta Financial, and $4,800 for
     service as a director of MetaBank West Central.
(3)  Includes  $5,000 for service as a director of Meta Financial and $4,800 for
     service as a director of MetaBank West Central.
(4)  Bonus amount  includes a $10,000  signing bonus paid when Mr. Gaiser joined
     Meta  Financial  in  January  2006;  the "All  Other  Compensation"  amount
     includes  a  $6,014  relocation  expense  reimbursement  and  $600 for cash
     payment in lieu of insurance.
(5)  Mr. James S. Haahr, Mr. Tyler Haahr and Mr. Hanson, as employee  directors,
     received  awards of 250 shares of restricted  common stock valued at $6,108
     on September 29, 2006, the date of award. Mr. Hanson received an additional

                                       12


     grant of 10,000 shares of restricted  stock valued at $244,300 on the award
     date of September 29, 2006.

(6)  Represents the value as of September 30, 2006 of (a) allocations  under the
     Employee Plans, (b)  contributions  under the MetaBank Profit Sharing Plan,
     (c) payments  under the MetaBank  Benefit  Equalization  Plan, and (d) term
     life  insurance  premiums  paid  to or on  behalf  of the  named  executive
     officers,  as follows:  Mr. James S. Haahr - (a) $12,819,  (b) $13,318, (c)
     $14,085,  and (d) $6,280,  respectively;  Mr. J. Tyler Haahr - (a) $12,819,
     (b) $13,318,  (c) $18,634,  and (d) $642,  respectively;  Mr.  Hanson - (a)
     $12,819, (b) $13,318, (c) $4,270, and (d) $369, respectively; and Mr. Moore
     - (a) $12,819, (b) $13,318, (c) $280, and (d) $329,  respectively.  Because
     Mr. Gaiser joined Meta  Financial  after the beginning of fiscal year 2006,
     he did not  participate in any of the plans or programs  referenced in this
     footnote.
(7)  Certain of the option  awards  granted on  September  29, 2006 were awarded
     from the pool of 200,000  additional  shares authorized in the amendment to
     the 2002  Omnibus  Incentive  Plan  approved by the Board of  Directors  on
     August  28,  2006,  and for  which  shareholder  approval  is being  sought
     pursuant to this proxy statement.  If Meta Financial's  shareholders do not
     approve the amendment to the 2002 Omnibus  Incentive  Plan, any such option
     awards will be null and void.  See "Proposal  II:  Approval of Amendment to
     2002 Omnibus Incentive Plan" below.

Option Grants in Last Fiscal Year

         The following table sets forth  information  regarding  grants of stock
options under our stock option and  incentive  plans made during the fiscal year
ended September 30, 2006 to the named executive officers.  The amounts shown for
each named executive officer as potential realizable values are based on assumed
annualized  rates of stock price  appreciation  of five  percent and ten percent
over the full ten-year  term of the options,  which would result in stock prices
of (1)  approximately  $39.79 and  $63.36,  respectively,  for  options  with an
exercise price of $24.43; (2) approximately $33.25 and $52.95, respectively, for
options  with an exercise  price of $20.415;  and (3)  approximately  $33.34 and
$53.09,  respectively,  for options with an exercise price of $20.47. No gain to
the optionees is possible without an increase in stock price, which benefits all
stockholders  proportionately.  Actual  gains,  if any, on option  exercise  and
common  stock  holdings  depend upon the future  performance  of Meta  Financial
common stock and overall stock market conditions. There can be no assurance that
the potential realizable values shown in this table will be achieved.



                                                                                            Potential Realizable
                                                                                              Value at Assumed
                                                                                           Annual Rates of Stock
                                                                                              Appreciation for
                                   Individual Grants                                            Option Terms
----------------------------------------------------------------------------------------   -------------------------
                             Number of          % of Total
                             Securities           Options       Exercise
                             Underlying         Granted to       or Base
                          Options Granted      Employees in       Price       Expiration        5%           10%
         Name                   (#)             Fiscal Year      ($/Sh)          Date          ($)           ($)
---------------------     ---------------     -------------    ----------     ----------   ------------------------
                                                                                       
James S. Haahr                  7,914             6.89%           $24.43         9/29/16     $121,559      $308,092
J. Tyler Haahr                  8,940             7.78%           $24.43         9/29/16     $137,318      $348,034
Bradley C. Hanson              20,000             17.41%         $20.415        10/24/15     $256,700      $650,700
                               25,700             22.37%          $24.43         9/29/16     $394,752    $1,000,501
Troy Moore, III                 4,800              4.18%          $24.43         9/29/16      $73,728      $186,864
Jonathan M. Gaiser              5,000              4.35%          $20.47         1/27/16      $64,350      $163,100
                                2,812              2.45%          $24.43         9/29/16      $43,192      $109,471



         The option exercise price of the options granted to the named executive
officers shown above was the fair market value of Meta Financial's  common stock
on the date of grant.  All such options  vested as

                                       13


of the date of grant,  except
for 20,000  options  issued to Mr.  Hanson on October 24, 2005,  20,000  options
issued to Mr.  Hanson on September  29, 2006,  and 5,000  options  issued to Mr.
Gaiser on  January  27,  2006,  all of which vest over a four year  period.  The
options may not be  transferred  in any manner other than by will or the laws of
descent  and  distribution  and may be  exercised  during  the  lifetime  of the
optionee   only  by  the   optionee  or   following   his  death  by  his  legal
representative. Certain of the above-referenced options granted on September 29,
2006, were awarded from the pool of 200,000  additional shares authorized in the
amendment to the 2002 Omnibus  Incentive Plan approved by the Board of Directors
on August 28, 2006, and for which shareholder  approval is being sought pursuant
to this proxy  statement.  If Meta  Financial's  shareholders do not approve the
amendment  to the 2002  Omnibus  Incentive  Plan,  any options  awarded from the
additional 200,000 shares contemplated to become available by the amendment will
be null and void.  See  "Proposal  II:  Approval of  Amendment  to 2002  Omnibus
Incentive Plan" below.

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option Values

         The following table summarizes for each of the named executive officers
certain  information  relating  to stock  options  exercised  by them during the
fiscal year ended  September  30,  2006.  Value  realized  upon  exercise is the
difference between the fair market value of the underlying stock on the exercise
date and the exercise or base price of the option.  The value of an unexercised,
in-the-money option at fiscal year-end is the difference between its exercise or
base price and the fair market value of the  underlying  stock on September  30,
2006, which was $24.43 per share. These values,  unlike the amounts set forth in
the column "Value  Realized," have not been, and may never be,  realized.  These
options have not been, and may not ever be, exercised.  Actual gains, if any, on
exercise will depend on the value of Meta Financial  common stock on the date of
exercise.  There  can be no  assurance  that  these  values  will  be  realized.
Unexercisable options are those which have not yet vested.



                                                                                        Value of Unexercised
                                                      Number of Unexercised             In-the-Money Options
                                                      Options at FY-End (#)                   at FY-End
                                                --------------------------------   --------------------------------
                         Shares
                        Acquired
                           On         Value
                        Exercise     Realized     Exercisable     Unexercisable     Exercisable     Unexercisable
        Name              (#)          ($)            (#)              (#)              ($)              ($)
-------------------   -----------   ----------   -------------   ---------------   -------------   ----------------
                                                                                       
James S. Haahr           23,250      $159,300        48,721            --            $293,337            --

J. Tyler Haahr             --           --           96,164            --            $553,935            --

Bradley C. Hanson          --           --           15,621          55,000           $32,454         $105,350

Troy Moore, III            --           --           27,936            --            $169,752            --

Jonathan M. Gaiser         --           --           2,812            5,000             $0             $19,800



                                       14


Equity Compensation Plans

         The  following  table  provides  information  as of September  30, 2006
related to our equity compensation plans in effect at that time.

         The Company  maintains the 2002 Omnibus  Incentive Plan for purposes of
issuing stock based  compensation  to employees and  directors.  An amendment to
this plan,  authorizing  an  additional  200,000  shares to be issued under this
plan,  was approved by the Board of  Directors  on August 28, 2006,  and will be
submitted for  shareholder  approval at the annual  meeting of  shareholders  on
January 22, 2007. The Company also has unexercised  options  outstanding under a
previous stock option plan. The following table provides  information  about the
Company's  common stock that may be issued under the Company's  stock  incentive
plans.



                                       Equity Compensation Plan Information
-------------------------------------------------------------------------------------------------------------------
                                                                                         Number of securities
                                                                                       remaining available for
                                 Number of securities to       Weighted-average         future issuance under
                                 be issued upon exercise       exercise price of       equity compensation plan
                                 of outstanding options,     outstanding options,       (excluding securities
                                   warrants and rights        warrants and right          reflected in (a))
        Plan Category                      (a)                        (b)                        (c)
-------------------------------------------------------------------------------------------------------------------
                                                                                         
Equity compensation
plans approved by
shareholders...................          357,724                    $19.42                        0
-------------------------------------------------------------------------------------------------------------------
Equity compensation
plans approved by
shareholders...................           28,701                    $24.43                     171,299
-------------------------------------------------------------------------------------------------------------------
                        Total:           386,425                    $19.79                     171,299
-------------------------------------------------------------------------------------------------------------------


Executive Officers

         The  following  table  sets forth  certain  information  regarding  our
executive officers who are not also directors.



           Name               Age                         Position(s) Held in Meta Financial
 --------------------------   ---    -----------------------------------------------------------------------
                                    
  Troy Moore, III(1)          38     Executive Vice President and Chief Operating Officer
  Jonathan M. Gaiser          39     Senior Vice President, Secretary, Treasurer and Chief Financial Officer


---------------------------
(1) Troy Moore,  III is the son-in-law of James S. Haahr and the  brother-in-law
of J. Tyler Haahr.

         Troy Moore,  III - Mr. Moore has served as Executive Vice President and
Chief  Operating  Officer of Meta  Financial  since  July 2005.  From March 1997
though June 1998, he served as a Vice President of MetaBank,  and from July 1998
through June 2005, he served as MetaBank's President of the Central Iowa Market.
Prior to joining Meta Financial,  Mr. Moore worked for Maytag Appliance Company,
most recently as District Manager for the Southwest Region. Mr. Moore received a
BBA in Marketing  from Iowa State  University  in Ames,  Iowa,  and attended the
University of Wisconsin Graduate School of Banking in Madison, Wisconsin.

         Jonathan M. Gaiser - Mr. Gaiser  joined Meta  Financial in January 2006
to serve as its Senior Vice President,  Secretary, Treasurer and Chief Financial
Officer. Prior to joining Meta Financial, Mr.

                                       15


Gaiser  served in  various  positions  with  Commercial  Federal  Bank in Omaha,
Nebraska  from 1993 through  2005,  most  recently as First Vice  President  and
Assistant Treasurer  (2003-2005),  First Vice President,  Financial Planning and
Risk Management  (2002-2003),  and Vice President and Financial Planning Manager
(1998-2002).  Mr. Gaiser  received a B.A., cum laude,  in Chemistry,  German and
Economics  from St.  Olaf  College in  Northfield,  Minnesota  and an M.B.A.  in
International  Finance from George Washington  University in Washington,  DC. He
also  attended  the  National  School of  Banking  at  Fairfield  University  in
Fairfield, Connecticut and has earned a Chartered Financial Analyst professional
designation from the CFA Institute in Charlottesville, North Carolina.

Employment Agreements

         MetaBank has an employment  agreement  with each of James S. Haahr,  J.
Tyler Haahr, Troy Moore III and Bradley C. Hanson. The employment agreements are
designed  to assist Meta  Financial  and the Banks in  maintaining  a stable and
competent management team. The continued success of Meta Financial and the Banks
depends,  to a  significant  degree,  on the  skills  and  competence  of  their
officers. Each employment agreement provides for annual base salary in an amount
not less than the  employee's  current  salary and a term of three  years.  Each
agreement provides for extensions of one year, in addition to the then-remaining
term under the  agreement,  on each  anniversary  of the  effective  date of the
agreement, subject to a formal performance evaluation performed by disinterested
members of the Board of Directors of MetaBank.  The  agreements  terminate  upon
such named executive  officer's death, for cause, in certain events specified by
Office of Thrift  Supervision  regulations,  or by such named executive  officer
upon 90 days notice to MetaBank.  The Board of Directors has authorized one year
extensions of the employment  agreements of James S. Haahr, J. Tyler Haahr, Troy
Moore III and Bradley C. Hanson through September 30, 2007.

         The employment agreements for each named executive officer provides for
payment  to the named  executive  officer  of the  greater of his salary for the
remainder of the term of the agreement, or 299% of his base compensation, in the
event  there is a "change  in  control"  of Meta  Financial  or  MetaBank  where
employment terminates involuntarily in connection with such change in control or
within 12 months thereafter. This termination payment is subject to reduction by
the amount of all other  compensation to the named executive  officer deemed for
purposes of the Internal Revenue Code of 1986, as amended, to be contingent on a
"change  in  control",  and may not  exceed  three  times  the  named  executive
officer's  average annual  compensation over the most recent five year period or
be non-deductible by MetaBank for federal income tax purposes.  For the purposes
of the employment agreements,  a change in control is defined as any event which
would require the filing of an application  for acquisition of control or notice
of change in control pursuant to 12 C.F.R. ss. 574.3 or ss. 574.4, respectively.
These events may be  triggered  upon the  acquisition  or control of 10% of Meta
Financial's  common stock.  Each agreement also guarantees  participation  in an
equitable manner in employee benefits applicable to executive personnel.

         Based on their current  salaries,  if  employment  of Messrs.  James S.
Haahr, J. Tyler Haahr,  Troy Moore III and Bradley C. Hanson had been terminated
as of September 30, 2006,  under  circumstances  entitling  them to  termination
payments as described  above,  they would have been entitled to receive lump sum
cash  payments of  approximately  $959,483,  $962,576,  $328,935,  and $532,792,
respectively.

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Compensation of the executive  officers of Meta Financial and the Banks
is currently determined by the Compensation  Committee of MetaBank and the Stock
Option Committee of Meta Financial.  Directors Cooley,  Gaskill,  Muilenburg and
Partlow,  each of whom are  non-employee  directors  who meets the  criteria for
independence set forth in Rule 10A-3(b)(1)  under the Exchange Act and Rule 4200
of the

                                       16


NASDAQ Marketplace Rules, are the current members of the Compensation Committee.
Directors  Gaskill and  Muilenburg  are the current  members of the Stock Option
Committee.  All decisions by the MetaBank Compensation Committee relating to the
cash  compensation  of  executive  officers  are  reviewed  by the full Board of
MetaBank,  except  that Board  members  who are also  executive  officers do not
participate in deliberations regarding their own compensation. See "Compensation
Committee Report" below.

                         COMPENSATION COMMITTEE REPORT

         Meta  Financial  has not paid any cash  compensation  to its  executive
officers  since its  formation.  All executive  officers of Meta  Financial also
currently  hold  positions  with  MetaBank  and receive cash  compensation  from
MetaBank.  The function of administering the executive  compensation policies of
MetaBank is currently  performed by the  Compensation  Committee of the Board of
Directors of MetaBank,  consisting of Directors Cooley, Gaskill,  Muilenburg and
Partlow.  All decisions by the MetaBank  Compensation  Committee relating to the
cash  compensation  of  MetaBank's  executive  officers are reviewed by the full
Board of MetaBank,  except that Board members who are also executive officers do
not participate in deliberations regarding their respective compensation.

         Stock option  awards  granted under Meta  Financial's  stock option and
incentive plans are made solely by the Meta Financial Stock Option Committee.

Overview and Philosophy

         The MetaBank  Compensation  Committee has developed and  implemented an
executive  compensation  program that is based on guiding principles designed to
align executive compensation with the values and objectives,  business strategy,
management  initiatives,  and the business  and  financial  performance  of Meta
Financial and the Banks. In applying these principals, the MetaBank Compensation
Committee has established a program to:

         o  Support a performance-oriented  environment that rewards performance
            not only with  respect to our  goals,  but also our  performance  as
            compared to that of industry performance levels;

         o  Attract and retain key executives critical to our long-term success;

         o  Integrate  compensation  programs with both Meta Financial's and the
            Banks'  annual  and  long-term   strategic  planning  and  measuring
            processes; and

         o  Reward  executives  for  long-term  strategic   management  and  the
            enhancement of shareholder value.

         Furthermore,   in   making   compensation   decisions,   the   MetaBank
Compensation Committee focuses on the individual  contributions of our executive
officers.  The  MetaBank  Compensation  Committee  uses  its  discretion  to set
executive  compensation  where,  in  its  judgment,  external,  internal  or  an
individual's  circumstances warrant it. The MetaBank Compensation Committee also
periodically reviews, both internally and through independent  consultants,  the
compensation  policies of other similarly  situated  companies,  as set forth in
various industry  publications,  to determine whether our compensation decisions
are competitive within our industry.

Executive Officer Compensation Program

                                       17


         The executive officer compensation program is comprised of base salary,
annual incentive bonuses,  long-term incentive compensation in the form of stock
options and restricted stock awards, and various benefits, including medical and
retirement plans generally available to employees of the Banks.

         Base   Salary.   Base  salary   levels  for   executive   officers  are
competitively   set  relative  to  other  publicly  traded  banking  and  thrift
companies.  In determining base salaries,  the MetaBank  Compensation  Committee
also takes into  account  individual  experience  and  performance  and specific
issues particular to Meta Financial and the Banks.

         Annual Incentive  Bonuses.  A program of annual  incentive  bonuses has
been  established  for  executive  officers of Meta  Financial  and the Banks to
reward those officers who provide a level of performance  warranting recognition
in the form of  compensation  above base salary.  Incentive  bonuses are awarded
based on achievement  of individual  performance  goals and overall  performance
goals of Meta Financial and the Banks, which are established at the beginning of
each fiscal  year.  Awards are  determined  as a  percentage  of each  executive
officer's base salary.

         Stock  Benefit  Plans.  The stock  option and  incentive  plans are our
long-term incentive plans for directors,  officers and employees.  The objective
of the program is to align  executive  and  shareholder  long-term  interests by
creating a strong and direct link  between  executive  pay and Meta  Financial's
performance,  and to enable  executives  to develop and maintain a  significant,
long-term stock ownership  position in Meta Financial  common stock.  Awards are
made at a level  calculated to be competitive with other publicly traded banking
and thrift companies.

Chief Executive Officer Compensation

         Mr. J. Tyler Haahr's  fiscal 2006 base salary was $298,000,  subject to
such  adjustments  in  future  years  as  shall be  determined  by the  MetaBank
Compensation Committee,  and his base salary for the fiscal year ended September
30,  2005 was  $288,000.  In  reviewing  Mr. J. Tyler  Haahr's  fiscal 2006 base
salary, the MetaBank Compensation Committee noted the median base salary paid to
executive  officers in comparable  positions was higher than that paid to Mr. J.
Tyler  Haahr.  As  such,  the  MetaBank  Compensation  Committee  determined  it
appropriate to increase Mr. J. Tyler Haahr's base salary for fiscal 2006.

         The  effect  of  Section  162(m)  of the  Internal  Revenue  Code is to
eliminate the  deductibility  of  compensation  over one million  dollars,  with
certain  exclusions,  paid to  each  of  certain  highly  compensated  executive
officers  of  publicly  held   corporations.   Section  162(m)  applies  to  all
remuneration, both cash and non-cash, that would otherwise be deductible for tax
years beginning on or after January 1, 1994, unless expressly excluded.  Because
the current compensation of each of our named executive officers is below the $1
million  threshold,  we have  not  yet  considered  our  policy  regarding  this
provision.

         The  foregoing  report is furnished by the members of the  Compensation
Committee of MetaBank  and Stock  Option  Committee of the Board of Directors of
Meta Financial.

E. Wayne Cooley     E. Thurman Gaskill    Rodney G. Muilenburg    Jeanne Partlow

                                       18


                   SHAREHOLDER RETURN PERFORMANCE PRESENTATION

         The rules and regulations of the SEC require the presentation of a line
graph comparing,  over a period of five years, the cumulative total  shareholder
return to a  performance  indicator of a broad equity  market index and either a
nationally  recognized  industry index or a peer group index  constructed by us.
The following  graph compares the performance of Meta  Financial's  common stock
with the Hemscott Group Savings and Loan Index  (formerly known as Media General
Savings  and Loan  Index) and the Nasdaq  Stock  Market  Index.  The  comparison
assumes $100 was invested on September  30, 2001 in our common stock and in each
of the  foregoing  indices  and  assumes  the  reinvestment  of  all  dividends.
Historical stock price performance is not necessarily indicative of future stock
price performance.

                                 [GRAPH OMITTED]


                 Comparison of Five-year Cumulative Total Return
             (Meta Financial, Hemscott Group Savings and Loan Index
                       and the Nasdaq Stock Market Index)




                                          9/30/01   9/30/02   9/30/03   9/30/04   9/30/05   9/30/06
                                          -------   -------   -------   -------   -------   -------
                                                                          
Meta Financial ........................   $100.00   $109.57   $174.56   $180.20   $154.94   $209.03
Hemscott Group Savings and Loan Index .    100.00    104.94    140.18    163.69    170.34    195.22
Nasdaq Market Index ...................    100.00     80.46    123.30    130.73    148.72    157.54



                              CERTAIN TRANSACTIONS

         The  Banks  have  followed  a policy  of  granting  loans  to  eligible
directors,  officers,  employees and members of their immediate families for the
financing  of  their  personal  residences  and  for  consumer  purposes.  As of
September 30, 2006, all loans or extensions of credit to executive  officers and
directors were made on substantially  the same terms,  including  interest rates
and collateral, as those prevailing at the time for comparable transactions with
the general  public and do not involve more than the normal risk of repayment or
present other unfavorable features.

                                       19


                      PROPOSAL II: APPROVAL OF AMENDMENT TO
                           2002 OMNIBUS INCENTIVE PLAN

         At the  Annual  Meeting  of  shareholders  for the  fiscal  year  ended
September 30, 2002, the  shareholders of Meta Financial (which was then known as
First Midwest Financial,  Inc.) voted to approve the 2002 Omnibus Incentive Plan
(the "2002 Plan"), a copy of which is attached hereto as Exhibit B. The Board of
Directors  recommended  that the 2002 Plan be approved to promote the  long-term
interests of Meta  Financial  and its  shareholders  by providing a flexible and
comprehensive means for attracting and retaining directors,  advisory directors,
officers and employees of Meta  Financial and its  corporate  affiliates  and to
supplement the then-existing  Stock Option and Incentive Plans, which were being
depleted of available shares.

         On August 28, 2006, the Board of Directors  adopted the First Amendment
to the 2002 Plan (the "2002 Plan Amendment"), a copy of which is attached hereto
as Exhibit A. The Board of  Directors  recommends  that you vote to approve  the
2002 Plan Amendment.

Purpose of the 2002 Plan Amendment

         The 2002 Plan  Amendment is intended to make the  following  changes to
the 2002 Plan:

         o    to increase  from 200,000  shares to 400,000  shares the aggregate
              number of shares that may be issued from time to time  pursuant to
              the 2002 Plan;

         o    to modify certain provisions that may cause the 2002 Plan, and the
              awards  granted  thereunder,  to be subject to Section 409A of the
              Internal Revenue Code (the "Code") and prevent  potential  adverse
              consequences to the participants in the 2002 Plan;

         o    to  reflect  the  name change of the  Company  from First  Midwest
              Financial,  Inc. to Meta  Financial Group, Inc.; and

         o    to effect certain other changes as set forth in the 2002 Plan
              Amendment.

Description of the 2002 Plan, as amended by the 2002 Plan Amendment

         The 2002 Plan,  as amended by the 2002 Plan  Amendment  (as so amended,
the "Amended  2002 Plan"),  is designed to provide for the granting of incentive
awards in the form of stock options, stock appreciation rights, restricted stock
and performance  awards  (denominated in cash,  securities or other property) to
any  director,  advisory  director,  officer or  employee  of the Company or its
corporate  affiliates  (including but not limited to the Banks). The awards have
been and will be granted at the  discretion  of the Stock  Option  Committee.  A
total of 400,000 shares of common stock will be available under the Amended 2002
Plan  (increased  from 200,000  shares under the 2002 Plan) if this  proposal is
approved by the Company's  shareholders.  As of September 30, 2006,  awards with
respect to 228,701  shares have been  awarded  under the Amended  2002 Plan,  of
which 28,701 shares are covered by awards that are contingent  upon the approval
of this proposal by the Company's shareholders.

         The Amended 2002 Plan  provides the Stock Option  Committee  with broad
discretion to select the  officers,  employees,  and advisory  directors to whom
awards may be granted,  as well as the type,  size,  and terms and conditions of
each award. The 2002 Plan permits grants of the following types of awards:

         o    non-qualified and incentive stock options;

                                       20


         o    stock appreciation rights;

         o    restricted stock grants; and

         o    other performance-based awards.

         The Stock Option  Committee may grant either stock options  intended to
qualify as incentive  stock  options  under  Section 422 of the Code ("ISOs") or
stock  options not  intended to qualify as such  ("NQSOs").  ISOs may be granted
only to employees of the Company or its corporate affiliates. The term of an ISO
may not  exceed  ten  years,  provided  that  the term of an ISO  granted  to an
employee who owns stock  comprising more than ten percent of the combined voting
power of all classes of stock of Meta  Financial  and its  corporate  affiliates
(defined in the Amended 2002 Plan as a "Ten Percent Holder") may not exceed five
years.  The term of an NQSO granted under the plan may not exceed 15 years.  The
exercise  price of a stock option  granted  under the plan will be determined by
the Stock Option Committee, provided that (i) the exercise price may not be less
than 100% of the market value of a share of common stock on the date of grant of
such  option,  and (ii) the  exercise  price of an ISO  granted to a Ten Percent
Holder may not be less than 110% of the market  value of a share of common stock
on the date of grant of such  option.  Prior  to the 2002  Plan  Amendment,  the
proviso in clause (i) of the preceding  sentence applied only to ISOs; under the
Amended  2002 Plan,  neither  ISOs nor NQSOs may have an exercise  price that is
less than  100% of the  market  value of a share of common  stock on the date of
grant of such option.

         The Stock Option  Committee is authorized  to award stock  appreciation
rights ("SARs"),  each of which, upon exercise thereof,  will entitle the holder
thereof to receive a number of shares of the Company's  common stock,  cash or a
combination of stock and cash, as the Stock Option  Committee  shall  determine,
the  aggregate  value of which shall equal (as nearly as possible) the amount by
which the market  value per share of the  Company's  common stock on the date of
exercise  exceeds the  exercise  price of the SAR,  multiplied  by the number of
shares  underlying  the  SAR.  A SAR may be  related  to an  option  or  granted
independently  of an option.  The Stock  Option  Committee  will  determine  the
exercise  price and term of each SAR,  provided that (i) the exercise  price per
share  subject  to a SAR shall not be less  than 100% of the  market  value of a
share of common  stock on the date of grant of such SAR,  (ii) the term of a SAR
may not  exceed 15 years,  and (iii) an option  related  to a SAR that is an ISO
must satisfy all requirements  pertaining to ISOs (e.g.,  exercise price, term).
The 2002  Plan  Amendment  added the  proviso  in  clause  (i) of the  preceding
sentence  requiring that the exercise price per share subject to a SAR shall not
be less than 100% of the market  value of a share of common stock on the date of
grant of such SAR.

         The Stock  Option  Committee  may grant  awards  of  restricted  stock,
subject  to  such  restrictions  as the  committee  may  impose  thereon,  which
restrictions  may lapse in the manner deemed  appropriate by the committee.  The
restrictions may include, among other things, limitations on dividend and voting
rights.

         The Stock Option  Committee is  authorized  to grant  performance-based
awards to  officers,  employees  and advisory  directors  under the Amended 2002
Plan,  which may be denominated in cash,  shares of the Company's  common stock,
other  securities,  other awards under the plan or other  property.  The term of
such an award may not exceed 15 years. The specific  performance  goals for each
award are at the discretion of the  committee.  The 2002 Plan Amendment adds the
provision  that any  performance-based  awards earned by a  participant  through
satisfaction of a specified performance goal shall be paid to the participant in
a lump sum no later than 60 days  following  the date on which  such  awards are
earned

                                       21


and vested, as determined by the Stock Option Committee in its sole discretion.

         The 2002  Plan  Amendment  adds  the  provision  that no award  granted
pursuant  to  the  Amended  2002  Plan  is  intended  to  constitute   "deferred
compensation"  as defined in Code Section  409A,  and that the Amended 2002 Plan
and the terms of all award agreements shall be interpreted  accordingly.  If any
provision  of the  Amended  2002  Plan or an  award  agreement  contravenes  any
regulations  or guidance  issued under Code Section 409A or could cause an award
to be subject to penalties and interest under Code Section 409A,  such provision
of the Amended 2002 Plan or award shall be modified to maintain,  to the maximum
extent  practicable,  the original  intent of the applicable  provision  without
violating  Code  Section  409A.  The 2002  Plan  Amendment  also  provides  that
determinations  of fair market value under the Amended 2002 Plan will be made in
accordance with Code Section 409A and the regulations issued thereunder.

         Unless the Stock Option Committee provides otherwise, in the event of a
participant's  termination  of service with Meta Financial and its affiliates by
reason of disability, the participant may exercise an option or SAR held by such
participant  within three months after the date of termination of service in the
case of an ISO or one year from the date of  termination  of service in the case
of a NQSO or SAR (but in no event after the expiration date of the award).  If a
participant who holds an option or SAR is terminated for cause, all rights under
such option or SAR expire immediately.

         Unless the Stock Option Committee provides  otherwise,  in the event of
termination of service due to retirement,  a participant  who holds an option or
SAR may exercise such award for three months after  retirement in the case of an
ISO,  or two years  after  retirement  in the case of a NQSO or a SAR (but in no
event after the  expiration  date of the award).  In the event of the death of a
participant  who  holds an  option  or SAR,  the  person  to whom  the  award is
transferred  after the  participant's  death may exercise  such award within two
years after the death of the  participant  (but in no event after the expiration
date of the award).

         In the event of termination of service for any reason other than death,
disability or retirement of a participant who holds restricted stock, unless the
Stock Option Committee determines  otherwise,  all shares of restricted stock as
to which  applicable  restrictions  have not yet lapsed  will be  forfeited  and
returned to Meta Financial. In the event of termination of service due to death,
disability or retirement of a participant who holds restricted stock, unless the
Stock Option Committee determines otherwise,  all shares subject to restrictions
at the time of termination will become free of such restrictions.

         The rights of a participant  who holds a performance or other award and
terminates  service with Meta Financial and its  affiliates  will be governed by
the terms of the applicable award agreement.

         In the  event  of a  merger  or  other  business  combination  of  Meta
Financial in which the Company is not the surviving  entity,  any participant to
whom an option or SAR has been granted will,  with limited  exception,  have the
right after  consummation  of such  transaction and during the remaining term of
the option or SAR to receive upon  exercise of such award an amount equal to the
excess of the fair market  value on the date of exercise  of the  securities  or
other  consideration  receivable  in the  merger in respect of a share of common
stock over the exercise price of the option or SAR,  multiplied by the number of
shares of common stock with respect to which the option or SAR is exercised.

         Upon a change in control of Meta Financial,  unless otherwise  provided
by  the  Stock  Option  Committee  in  the  applicable   award  agreement,   any
restrictions or vesting  requirement  applicable to any outstanding  awards will
immediately lapse and all such awards will become fully vested.

                                       22


         An ISO awarded under the Amended 2002 Plan may be transferred only upon
the death of the participant to whom it has been granted, by will or the laws of
descent and distribution.  An award other than an ISO may be transferred  during
the lifetime of the  participant to whom it was awarded  pursuant to a qualified
domestic relations order or by gift to any member of the participant's immediate
family  or to a  trust  for  the  benefit  of any  member  of the  participant's
immediate family.

         Our Board of  Directors  may amend or  terminate  the Amended 2002 Plan
without the approval of the  shareholders or consent of the  participants of the
Amended 2002 Plan, except when otherwise required by law or regulation or by the
rules of any stock  exchange or automated  quotation  system on which the shares
our common  stock may be listed or  quoted,  and  except  that the Stock  Option
Committee  may not  amend any  outstanding  award  without  the  consent  of the
participant.

         All of the original  200,000 shares  available for award under the 2002
Plan have been  awarded in  accordance  with the terms of the 2002 Plan.  Of the
200,000  additional shares authorized by the 2002 Plan Amendment approved by the
Board of  Directors  on August 28,  2006,  28,701  shares were awarded in option
grants made on September  29, 2006,  with the  understanding  of the  recipients
thereof that such awards are contingent upon approval of the 2002 Plan Amendment
by Meta Financial's shareholders,  and absent such approval such awards are null
and void. On September 29, 2006, Meta Financial  issued option grant awards with
respect to an aggregate of 68,903 shares, which included the 28,701 contingently
issued award option shares  described  above. The following table identifies the
recipients and classes of recipients to which the September 29, 2006 awards were
granted.



                                                       New Plan Benefits
-------------------------------------------------------------------------------------------------------------------
                           2002 Omnibus Incentive Plan, as Amended by Amendment No. 1
-------------------------------------------------------------------------------------------------------------------
                                                                               9/29/06 Stock Option Issuances
                                                                          -----------------------------------------
                                                                                 Dollar             Number of
                          Name and Position                                     Value($)              Shares
----------------------------------------------------------------------    -----------------------------------------
                                                                                                         
J. Tyler Haahr, CEO, President and Director..........................              --                        8,940
James S. Haahr, Chairman of the Board................................              --                        7,914
Troy Moore, III, Executive Vice President and COO                                  --                        4,800
Bradley C. Hanson, Executive Vice President and Director...........                --                       25,700
Jonathan M. Gaiser, Senior Vice President, Secretary, Treasurer and
CFO..................................................................              --                        2,812

Executive Group......................................................              --                       50,166

Non-Executive Director Group.........................................              --                           --

Non-Executive Officer Employee Group.................................              --                       18,737
------------------------------------------------------------------------------------------------------------------


                                       23


             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange Act of 1934  requires  Meta
Financial's directors and executive officers,  and persons who own more than 10%
of a registered class of Meta Financial's  equity  securities,  to file with the
SEC initial  reports of  ownership  and reports of changes in  ownership of Meta
Financial common stock and other equity  securities of Meta Financial  generally
by the second  business day  following a  transaction.  Officers,  directors and
greater than 10%  shareholders  are required by SEC  regulations to furnish Meta
Financial with copies of all Section 16(a) forms they file.

         To Meta Financial's  knowledge,  based solely on a review of the copies
of such reports furnished to Meta Financial and written  representations that no
other reports were required during the fiscal year ended September 30, 2006, all
Section 16(a) filing  requirements  applicable  to its  officers,  directors and
greater than 10 percent beneficial owners were complied with.

                         INDEPENDENT PUBLIC ACCOUNTANTS

         The Company's  independent  public  accountants are McGladrey & Pullen,
LLP,  independent  certified public accountants.  Representatives of McGladrey &
Pullen,  LLP are  expected  to be present  at the  Annual  Meeting to respond to
appropriate questions and to make a statement if they desire.

         Audit Fees. The following  table presents fees for  professional  audit
services  rendered  by  McGladrey & Pullen,  LLP for the audit of the  Company's
annual financial statements for the years ended September 30, 2006 and 2005, and
fees  billed for other  services  rendered by  McGladrey  & Pullen,  LLP and RSM
McGladrey, Inc. (an affiliate of McGladrey & Pullen, LLP) during 2006 and 2005.

     Fiscal          Audit          Audit-Related        Tax          All Other
      Year           Fees                Fees            Fees           Fees
      ----           ----                ----            ----           ----
      2006         $114,000            $32,000          $21,000        $4,000
      2005         $121,000            $20,000          $17,000            --

         Audit fees consist of fees for audit of the Company's  annual financial
statements,  review of financial  statements included in the Company's quarterly
reports on Form 10-Q and services normally  provided by the independent  auditor
in connection with statutory and regulatory filings or engagements.

         Audit  related fees consist of fees for audits of financial  statements
of the employee  benefit plan  maintained by the Company,  and  assistance  with
accounting research matters.

         Tax  fees  consist  of fees  for tax  consultation  and tax  compliance
services  for the  Company  and the  employee  benefit  plan  maintained  by the
Company.

         All  other  fees  consist  of  fees  for an  independence  consultation
regarding the hiring of an employee.

         The Company's  Audit  Committee has  considered  and concluded that the
provision of all  non-auditing  services (and the aggregate fees billed for such
services)  in the fiscal year ended  September  30, 2006 by  McGladrey & Pullen,
LLP, and RSM  McGladrey,  Inc. (an  affiliate of McGladrey & Pullen,  LLP),  the
principal  independent  public  accountants,  is compatible with maintaining the
principal auditors' independence.

                                       24


         Pre-Approval  Policy.  The Audit Committee  pre-approves  all audit and
permissible  non-audit  services  provided  by  the  independent  auditors.  The
non-audit services include  audit-related  services and tax services.  The Audit
Committee's  policy is to pre-approve  all services and fees for up to one year,
which approval  includes the  appropriate  detail with regard to each particular
service and its related fees. In addition,  the Audit  Committee can be convened
on a  case-by-case  basis to approve any  services not  anticipated  or services
whose costs exceed the pre-approved amounts.

         During the fiscal year ended  September 30, 2006, 100% of all audit and
permissible non-audit services were pre-approved by the Audit Committee.

             SHAREHOLDER PROPOSALS FOR THE YEAR 2008 ANNUAL MEETING

         Shareholder  proposals to be presented at Meta  Financial's 2008 Annual
Meeting of  Shareholders  must be received by our Secretary no later than August
15, 2007 to be eligible for inclusion in Meta  Financial's  proxy  statement and
form of proxy  related to the 2008 Annual  Meeting.  Any such  proposal  will be
subject to the  requirements  of the proxy rules  adopted  under the  Securities
Exchange  Act  of  1934,  as  amended,  and as  with  any  shareholder  proposal
(regardless  of whether  such  proposal is included  in Meta  Financial's  proxy
materials), Meta Financial's certificate of incorporation,  by-laws and Delaware
law.

         To be considered for  presentation at the next Annual Meeting,  but not
for  inclusion  in the  Company's  proxy  statement  and form of proxy  for that
meeting,  proposals  must  be  received  by the  Company  by the  Deadline.  The
"Deadline"  means the date that is 30 days prior to the date of the next  Annual
Meeting;  however,  in the event  that less than 40 days'  notice of the date of
such  meeting  is given to  stockholders,  the  "Deadline"  means  the  close of
business on the tenth day  following  the day on which notice of the date of the
meeting was mailed.  If a  stockholder  proposal that is received by the Company
after the  Deadline  is raised at the next  Annual  Meeting,  the holders of the
proxies for that  meeting  will have the  discretion  to vote on the proposal in
accordance  with their best judgment and  discretion,  without any discussion of
the proposal in the Company's proxy statement for the next Annual Meeting.

                                 ANNUAL REPORTS

         A copy of the Form 10-K for the Company's  fiscal year ended  September
30,  2006,  as  filed  with  the  SEC,  will  be  furnished  without  charge  to
stockholders as of the Record Date upon written  request to Investor  Relations,
Meta Financial Group, Inc., 121 East Fifth Street, Storm Lake, Iowa 50588.

                                  OTHER MATTERS

         The Board of  Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this proxy statement.
However,  if any other matter should properly come before the Annual Meeting, it
is intended that holders of the proxies will act in  accordance  with their best
judgment.




                                                                       Exhibit A

                                 FIRST AMENDMENT
                                     TO THE
                          FIRST MIDWEST FINANCIAL, INC.
                           2002 OMNIBUS INCENTIVE PLAN


         WHEREAS,  First  Midwest  Financial,   Inc.,  a  Delaware  corporation,
established the First Midwest  Financial,  Inc. 2002 Omnibus Incentive Plan (the
"Plan") to facilitate equity compensation and other incentive awards to selected
directors, officers and employees; and

         WHEREAS,  First  Midwest  Financial,  Inc.  changed  its  name  to Meta
Financial Group, Inc. (the "Company") effective January 28, 2005; and

         WHEREAS, the Company desires to amend the Plan to reflect the Company's
new name and to increase  the number of shares  available  for awards  under the
Plan; and

         WHEREAS,  the Company has identified  certain provisions that may cause
the Plan,  and awards  granted  under the Plan, to be subject to Section 409A of
the Internal Revenue Code of 1986, as amended (the "Code"); and

         WHEREAS,  the  Company  deems  it to be in the  best  interests  of the
Company and the  Participants  to amend the Plan to prevent the  application  of
Code  Section  409A  and the  potential  for  adverse  tax  consequences  to the
Participants;

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1.  Effective  January 28, 2005,  the Plan is amended by replacing each
reference to "First Midwest Financial, Inc." with a reference to "Meta Financial
Group, Inc."

         2.  Effective  January  1,  2005,  Section 2 of the Plan is  amended by
adding the following sentence to the end of the "Market Value" definition:

         "The  Committee  shall  determine the fair market value on such date in
         accordance   with  Code  Section  409A  and  the   regulations   issued
         thereunder."

         3.  Effective  August 28, 2006,  Section 4(a) of the Plan is amended by
replacing the phrase "200,000 Shares" with the phrase "400,000 Shares."

         4. Effective January 1, 2005, Section 5(a)(i) of the Plan is amended to
read in its entirety as follows:

                  (i) Exercise Price. The exercise price per Share for an Option
         shall be determined by the Committee;  provided that the exercise price
         per Share shall not be less than 100% of the Market Value of a Share on
         the date of grant of such Option; provided further that, in the case of
         an Incentive Stock Option granted

                                      A-1



         to a Ten Percent Holder, the exercise price per Share thereof shall not
         be less than 110% of the  Market  Value of a Share on the date of grant
         of such Option.

         5. Effective January 1, 2005,  Section 5(b)(iii) of the Plan is amended
to read in its entirety as follows:

                  (iii)  Exercise Price and Term. The exercise price and term of
         each Stock Appreciation Right shall be fixed by the Committee; provided
         that the exercise price per Share subject to a Stock Appreciation Right
         shall not be less than 100% of the Market  Value of a Share on the date
         of grant of such Stock  Appreciation  Right;  provided further that the
         term of a Stock Appreciation Right shall not exceed 15 years.

         6.  Effective  January 1, 2005,  Section  5(d) is amended by adding the
following sentence at the end thereof:

         "Any   Performance   Awards  earned  by  a   Participant   through  the
         satisfaction  of  performance  goals during the  performance  period as
         specified  in the  applicable  Award  Agreement  shall  be  paid to the
         Participant  in a lump sum no later than 60 days  following the date on
         which such  Performance  Awards are earned and vested as  determined by
         the Committee in its sole discretion."

         7. Effective  January 1, 2005,  Section 16 is added to the Plan to read
in its entirety as follows:

                  16. Code Section 409A. No Award granted  pursuant to this Plan
                      -----------------
         is intended to constitute  "deferred  compensation"  as defined in Code
         Section 409A, and the Plan and the terms of all Award  Agreements shall
         be  interpreted  accordingly.  If any provision of the Plan or an Award
         Agreement contravenes any regulations or Treasury guidance issued under
         Code  Section  409A or could cause an Award to be subject to  penalties
         and interest  under Code Section  409A,  such  provision of the Plan or
         Award shall be modified to maintain, to the maximum extent practicable,
         the original intent of the applicable  provision without violating Code
         Section 409A.

         8. In all other respects,  the Plan shall remain  unchanged and in full
force and effect.


Adopted this 28th day of August, 2006.


                                                META FINANCIAL GROUP, INC.


                                                By:   /s/ Jonathan M. Gaiser


                                                Its:    Chief Financial Officer

                                       A-2



                                                                       Exhibit B
                                                                       ---------


                          FIRST MIDWEST FINANCIAL, INC.

                           2002 OMNIBUS INCENTIVE PLAN

          1. Plan  Purpose.  The purpose of the Plan is to promote the long-term
             -------------
interests  of the  Company  and  its  stockholders  by  providing  a  means  for
attracting and retaining directors,  advisory directors,  officers and employees
of the Company and its Affiliates.

          2. Definitions. The following definitions are applicable to the Plan:
             -----------

             "Affiliate"  --  means  any  "parent  corporation"  or  "subsidiary
corporation" of the Company as such terms are defined in Section 424(e) and (f),
respectively, of the Code.

             "Award" -- means the grant by the  Committee  under this Plan of an
Incentive  Stock Option,  a  Non-Qualified  Stock Option,  a Stock  Appreciation
Right,  Restricted Stock or a Performance Award, or any combination  thereof, as
provided in the Plan.

             "Award Agreement" -- means the agreement evidencing the grant of an
Award made under the Plan.

             "Cause"  -- means  termination  of  service  by reason of  personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal  profit,   intentional  failure  to  perform  stated  duties  or  gross
negligence.

             "Code" -- means the Internal Revenue Code of 1986, as amended.

             "Committee" -- means the Committee referred to in Section 3 hereof.

             "Company" -- means First Midwest  Financial  Inc. and any successor
thereto.

             "Continuous  Service" -- means the absence of any  interruption  or
termination of service as a director,  advisory director, officer or employee of
the  Company or an  Affiliate,  except  that when used with  respect to a person
granted an  Incentive  Stock  Option  means the absence of any  interruption  or
termination  of service as an employee of the Company or an  Affiliate.  Service
shall not be considered interrupted in the case of sick leave, military leave or
any other leave of absence  approved by the Company or in the case of  transfers
between payroll locations of the Company or between the Company, its parent, its
subsidiaries or its successor.

             "ERISA" -- means the  Employee  Retirement  Income  Security Act of
1974, as amended.

             "Incentive  Stock  Option"  -- means an option to  purchase  Shares
granted by the  Committee  which is  intended to qualify as an  Incentive  Stock
Option under  Section 422 of the Code.  Unless  otherwise set forth in the Award
Agreement,  any Option which does not qualify as an  Incentive  Stock Option for
any reason shall be deemed a Non-Qualified Stock Option.

                                      B-1


             "Market  Value" -- means the  closing  high bid with  respect  to a
Share on the date in question on the Nasdaq Stock Market,  or any similar system
then in use, or, if the Shares are not then traded on the Nasdaq Stock Market or
any similar  system,  the  closing  sales price on such date (or, if there is no
reported  sale on such date,  on the last  preceding  date on which any reported
sale   occurred)  of  a  Share  on  the  Composite   Tape  for  New  York  Stock
Exchange-Listed  Stocks,  or, if on such date the  Shares  are not quoted on the
Composite Tape, on the New York Stock Exchange,  or if the Shares are not listed
or  admitted  to  trading  on such  Exchange,  on the  principal  United  States
securities  exchange  registered under the Securities  Exchange Act of 1934 (the
"Exchange  Act") on which the Shares are listed or admitted  to trading,  or, if
the Shares are not listed or admitted to trading on any such exchange,  the fair
market value on such date of a Share as the Committee shall determine.

             "Non-Qualified  Stock Option" -- means an option to purchase Shares
granted by the Committee which does not qualify, for any reason, as an Incentive
Stock Option under Section 422 of the Code.

             "Option"  -- means an  Incentive  Stock  Option or a  Non-Qualified
Stock Option awarded to a Participant pursuant to Section 5(a) hereof.

             "Participant" -- means any director,  advisory director, officer or
employee of the Company or any  Affiliate  who is selected by the  Committee  to
receive an Award.

             "Performance  Award" -- means an Award granted  pursuant to Section
5(d) herein.

             "Plan" -- means this 2002 Omnibus Incentive Plan of the Company.

             "Related" -- means (i) in the case of a Stock Appreciation Right, a
Stock  Appreciation Right which is granted in connection with, and to the extent
exercisable,  in whole or in  part,  in lieu of,  an  Option  or  another  Stock
Appreciation  Right and (ii) in the case of an Option, an Option with respect to
which and to the extent a Stock Appreciation  Right is exercisable,  in whole or
in part, in lieu thereof.

             "Restricted  Stock"  --  means  Shares  awarded  to  a  Participant
pursuant to Section 5(c) hereof.

             "Retirement"  -- means  retirement from employment with the Company
or an Affiliate thereof, as an employee, director, director emeritus or advisory
director thereof, having reached the age of 65.

             "Shares" -- means the shares of common stock of the Company.

             "Stock Appreciation Right" -- means a stock appreciation right with
respect to Shares granted by the Committee pursuant to the Plan.

             "Ten  Percent  Holder"  -- means  any  individual  who  owns  stock
possessing  more than ten  percent  of the total  combined  voting  power of all
classes of stock of the Company and any Affiliate.

                                      B-2


             "Termination  of Service" - means  cessation  of  service,  for any
reason, whether voluntary or involuntary, so that the affected individual is not
either (i) an employee of the  Corporation  or any  Affiliate for purposes of an
Incentive Stock Option, or (ii) a director, advisory director or employee of the
Corporation or any affiliate for purpose of any other Award.

         3.  Administration.  The Plan  shall  be  administered  by a  Committee
             --------------
consisting of two or more members of the Board of Directors of the Company, each
of whom (i) shall be an outside  director as defined under Section 162(m) of the
Code and the regulations thereunder and (ii) shall be a Non-Employee Director as
defined under Rule 16(b) of the  Securities  Exchange Act of 1934 or any similar
or successor  provision.  The members of the Committee shall be appointed by the
Board of Directors of the Company.  Except as limited by the express  provisions
of the Plan or by resolutions  adopted by the Board of Directors of the Company,
the  Committee  shall have sole and complete  authority  and  discretion  to (i)
select  Participants and grant Awards; (ii) determine the number of Shares to be
subject to types of Awards  generally,  as well as to individual  Awards granted
under the Plan; (iii) determine the terms and conditions upon which Awards shall
be granted  under the Plan;  (iv)  prescribe  the form and terms of  instruments
evidencing such grants;  and (v) establish from time to time regulations for the
administration of the Plan,  interpret the Plan, to correct any defect or supply
an  omission  or  reconcile  any   inconsistency  in  the  Plan,  and  make  all
determinations deemed necessary or advisable for the administration of the Plan.

         A majority of the Committee shall constitute a quorum,  and the acts of
a majority of the  members  present at any meeting at which a quorum is present,
or acts  approved in writing by a majority of the  Committee  without a meeting,
shall be acts of the Committee.

         4. Shares Subject to Plan.
            ----------------------

             (a)  Subject  to  adjustment  by the  operation  of  Section 7, the
maximum number of Shares with respect to which Awards may be made under the Plan
is 200,000 Shares. The Shares with respect to which Awards may be made under the
Plan may be either  authorized and unissued  shares or previously  issued shares
reacquired  and held as  treasury  shares.  Shares  which are subject to Related
Stock  Appreciation  Rights and Related  Options  shall be counted  only once in
determining  whether the maximum  number of Shares with  respect to which Awards
may be  granted  under  the Plan  has  been  exceeded.  An  Award  shall  not be
considered  to have been made under the Plan with respect to any Option or Stock
Appreciation Right which terminates or with respect to Restricted Stock which is
forfeited,  and new  Awards may be  granted  under the Plan with  respect to the
number of Shares as to which such termination or forfeiture has occurred.

             (b) During any calendar year, no Participant  may be granted Awards
under the Plan of more than 100,000 Shares, subject to adjustment as provided in
Section 7.

         5. Awards.
            ------

             (a) Options. The Committee is hereby authorized to grant Options to
Participants  with the following  terms and conditions and with such  additional
terms and  conditions  not  inconsistent  with the provisions of the Plan as the
Committee  shall  determine,  including  the  granting of Options in tandem with
other Awards under the Plan:

                                      B-3


                           (i) Exercise Price.  The exercise price per Share for
                  an Option shall be determined by the Committee; provided that,
                  in the case of an Incentive  Stock Option,  the exercise price
                  thereof  shall not be less than 100% of the Market  Value of a
                  Share on the date of grant of such  Option;  provided  further
                  that,  in the case of an Incentive  Stock Option  granted to a
                  Ten Percent  Holder,  the exercise  price thereof shall not be
                  less than 110% of the  Market  Value of a Share on the date of
                  grant of such Option.

                           (ii) Option  Term.  The term of each Option  shall be
                  fixed by the Committee, but shall be no greater than 15 years;
                  provided that, in the case of an Incentive  Stock Option,  the
                  term of such  Option  shall not  exceed  ten  years;  provided
                  further that, in the case of an Incentive Stock Option granted
                  to a Ten Percent  Holder,  the term of such  option  shall not
                  exceed five years.

                           (iii) Time and Method of Exercise. Except as provided
                  in paragraph (a) of Section 6, no Option granted hereunder may
                  be exercised unless at the time the Participant exercises such
                  Option,  such  Participant has maintained  Continuous  Service
                  since the date of grant of such Option.  To exercise an Option
                  under the  Plan,  the  Participant  to whom  such  Option  was
                  granted  shall  give  written  notice to the  Company  in form
                  satisfactory to the Committee (and, if partial  exercises have
                  been permitted by the  Committee,  by specifying the number of
                  Shares  with  respect  to which  such  Participant  elects  to
                  exercise  such  Option)  together  with  full  payment  of the
                  exercise price, if any and to the extent notice is received by
                  the Company. Payment, if any is required, shall be made either
                  (i) in cash (including  check,  bank draft or money order) or,
                  if  the  Committee  specifically  approves  in  writing  on an
                  individual  basis, (ii) by delivering (A) Shares already owned
                  by the Participant and having a fair market value equal to the
                  applicable  exercise  price,  such  fair  market  value  to be
                  determined  in such  appropriate  manner as may be provided by
                  the Committee or as may be required in order to comply with or
                  to  conform  to   requirements   of  any  applicable  laws  or
                  regulations, or (B) a combination of cash and such Shares.

                           (iv) Option Agreements. At the time of an Award of an
                  Option,  the  Participant  shall enter into an Award Agreement
                  with  the  Company  in a  form  specified  by  the  Committee,
                  agreeing  to the  terms and  conditions  of the Award and such
                  other  matters as the Committee  shall in its sole  discretion
                  determine.

                           (v)  Limitations  on Value of  Exercisable  Incentive
                  Stock Options.  The aggregate  Market Value of the Shares with
                  respect to which  Incentive  Stock Options are exercisable for
                  the first time by a Participant in any calendar year shall not
                  exceed $100,000.

                           (vi) Eligible  Recipients of Incentive Stock Options.
                  Incentive  Stock Options may be granted by the Committee  only
                  to employees of the Company or its Affiliates.

                           (vii)  Incentive  Stock  Options  must be  granted no
                  later  than 10 years  from the  date  the Plan is  adopted  or
                  approved by the stockholders, whichever is earlier.

                                      B-4


             (b) Stock  Appreciation  Rights. The Committee is hereby authorized
to grant Stock Appreciation  Rights to Participants with the following terms and
conditions and with such additional terms and conditions not  inconsistent  with
the provisions of the Plan as the Committee shall determine:

                           (i) General.  A Stock  Appreciation Right shall, upon
                  its  exercise,  entitle  the  Participant  to whom such  Stock
                  Appreciation  Right was  granted to receive a number of Shares
                  or  cash  or  combination  thereof,  as the  Committee  in its
                  discretion  shall  determine,  the  aggregate  value  of which
                  (i.e.,  the sum of the amount of cash and/or  Market  Value of
                  such  Shares on date of  exercise)  shall  equal (as nearly as
                  possible, it being understood that the Company shall not issue
                  any  fractional  shares) the amount by which the Market  Value
                  per  Share  on the  date of such  exercise  shall  exceed  the
                  exercise price of such Stock Appreciation Right, multiplied by
                  the  number  of  Shares  with  respect  to  which  such  Stock
                  Appreciation Right shall have been exercised.

                           (ii) Related Options.  A Stock Appreciation Right may
                  be Related to an Option or may be granted independently of any
                  Option as the  Committee  shall from time to time in each case
                  determine.  In the  case of a  Related  Option,  such  Related
                  Option  shall  cease to be  exercisable  to the  extent of the
                  Shares with  respect to which the Related  Stock  Appreciation
                  Right was  exercised.  Upon the exercise or  termination  of a
                  Related  Option,  any Related Stock  Appreciation  Right shall
                  terminate  to the extent of the Shares  with  respect to which
                  the Related Option was exercised or terminated. If the Related
                  Option is an Incentive Stock Option,  the Related Option shall
                  satisfy  all  restrictions  and  the  limitations  imposed  on
                  Incentive  Stock Options under paragraph (a) of this Section 5
                  (including, without limitation, restrictions on exercise price
                  and term).

                           (iii) Exercise Price and Term. The exercise price and
                  term of each Stock  Appreciation  Right  shall be fixed by the
                  Committee;   provided   that,   that   the  term  of  a  Stock
                  Appreciation Right shall not exceed 15 years.

                           (iv) Stock Appreciation Right Agreements. At the time
                  of an Award of a Stock  Appreciation  Right,  the  Participant
                  shall enter into an Award Agreement with the Company in a form
                  specified  by  the  Committee,   agreeing  to  the  terms  and
                  conditions  of  the  Award  and  such  other  matters  as  the
                  Committee shall in its sole discretion determine.

                           (v) Time and Method of  Exercise.  Except as provided
                  in paragraph (a) of Section 6, no Stock Appreciation Right may
                  be exercised unless at the time the Participant exercises such
                  Stock  Appreciation  Right,  such  Participant  has maintained
                  Continuous  Service  since  the date of  grant  of such  Stock
                  Appreciation  Right.  To exercise a Stock  Appreciation  Right
                  under  the  Plan,   the   Participant   to  whom  such   Stock
                  Appreciation  Right was granted  shall give written  notice to
                  the Company in form  satisfactory  to the  Committee  (and, if
                  partial  exercises have been  permitted by the  Committee,  by
                  specifying  the  number of Shares  with  respect to which such
                  Participant elects to exercise such Stock Appreciation  Right)
                  together with full payment of the exercise  price,  if any and
                  to the extent required. The date of exercise shall be the date
                  on which such notice is received by the Company.  Payment,  if
                  any is required,  shall be made either (i) in cash  (including
                  check, bank draft or money order) or with the specific written
                  permission  of the  Committee  (ii) by  delivering  (A) Shares
                  already

                                      B-5


                  owned by the  Participant and having a fair market value equal
                  to the applicable exercise price, such fair market value to be
                  determined  in such  appropriate  manner as may be provided by
                  the Committee or as may be required in order to comply with or
                  to  conform  to   requirements   of  any  applicable  laws  or
                  regulations, or (B) a combination of cash and such Shares.

             (c) Restricted  Stock. The Committee is hereby  authorized to grant
Awards  of  Restricted  Stock to  Participants  with  the  following  terms  and
conditions and with such additional terms and conditions not  inconsistent  with
the provisions of the Plan as the Committee shall determine:

                           (i) Restrictions. Shares of Restricted Stock shall be
                  subject  to such  restrictions  as the  Committee  may  impose
                  (including, without limitation, any limitation on the right to
                  vote a Share of  Restricted  Stock or the right to receive any
                  dividend  or other right or property  with  respect  thereto),
                  which  restrictions  may lapse separately or in combination at
                  such time or times,  in such  installments or otherwise as the
                  Committee may deem  appropriate.  During the period of time in
                  which the Shares  awarded as  Restricted  Stock are subject to
                  the restrictions  contemplated herein (a "Restricted Period"),
                  unless otherwise  permitted by the Plan or by the Committee as
                  provided in the applicable  Award  Agreement,  such Shares may
                  not be  sold,  assigned,  transferred,  pledged  or  otherwise
                  encumbered  by the  Participant.  Except for the  restrictions
                  which may be imposed on Restricted  Stock,  a  Participant  to
                  whom Shares of  Restricted  Stock have been awarded shall have
                  all the rights of a stockholder,  including but not limited to
                  the right to receive all dividends paid on such Shares and the
                  right to vote such Shares.

                           (ii) Restricted Stock  Agreements.  At the time of an
                  Award of Shares of Restricted  Stock,  the  Participant  shall
                  enter  into an  Award  Agreement  with the  Company  in a form
                  specified  by  the  Committee,   agreeing  to  the  terms  and
                  conditions  of  the  Award  and  such  other  matters  as  the
                  Committee shall in its sole discretion determine.

                           (iii)  Stock   Certificates.   Any  Restricted  Stock
                  granted  under the Plan shall be  evidenced  by  issuance of a
                  stock  certificate  or  certificates,   which  certificate  or
                  certificates shall be held by the Company. Such certificate or
                  certificates   shall  be   registered   in  the  name  of  the
                  Participant and shall bear the following (or similar) legend:

                           "The  transferability  of  this  certificate  and the
                           shares of stock represented hereby are subject to the
                           terms and conditions (including forfeiture) contained
                           in the Company's  2002 Omnibus  Incentive Plan and an
                           Agreement  entered into between the registered  owner
                           and the  Company.  Copies of such Plan and  Agreement
                           are on file in the  offices of the  Secretary  of the
                           Company, Fifth at Erie, Storm Lake, Iowa 50588."

                           (iv)  Removal of  Restrictions.  Shares  representing
                  Restricted  Stock that are no longer  subject to  restrictions
                  shall be delivered to the holder  thereof  promptly  after the
                  applicable restrictions lapse or are waived.

                                      B-6


             (d) Performance Awards. The Committee is hereby authorized to grant
Performance  Awards  to  Participants  subject  to the terms of the Plan and the
applicable  Award  Agreement.  At the time of grant of a Performance  Award, the
Participant  shall  enter  into an Award  Agreement  with the  Company in a form
specified  by  the  Committee,  agreeing  to the  terms  and  conditions  of the
Performance  Award and such  other  matters as the  Committee  shall in its sole
discretion  determine.  A  Performance  Award  granted under the Plan (i) may be
denominated  or  payable  in  cash,  Shares  (including,   without   limitation,
Restricted  Stock),  other  securities,  other Awards or other property and (ii)
shall confer on the holder thereof the right to receive payments, in whole or in
part, upon the  achievement of such  performance  goals during such  performance
periods as the Committee shall establish.  Subject to the terms of the Plan, the
performance  goals to be achieved during any performance  period,  the length of
any  performance  period,  the amount of any  Performance  Award granted and the
amount of any payment or transfer to be made pursuant to any  Performance  Award
shall be  determined  by the  Committee  as  provided  in the  applicable  Award
Agreement.  Unless  otherwise  provided in the Performance  Award, the term of a
Performance Award shall not exceed 15 years.

         6. Termination of Service.
            ----------------------

             (a) Options and Stock Appreciation Rights.

                           (i) If a  Participant  to whom  an  Option  or  Stock
                  Appreciation   Right  was  granted  shall  cease  to  maintain
                  Continuous Service for any reason (including total and partial
                  disability but excluding Retirement,  death and termination of
                  employment by the Company or any  Affiliate  for Cause),  such
                  Participant  may, but only within the period of three  months,
                  in the case of an Incentive Stock Option,  or one year, in the
                  case of a  Non-Qualified  Stock  Option or Stock  Appreciation
                  Right,  immediately  succeeding  such  cessation of Continuous
                  Service  and in no event  after  the  expiration  date of such
                  Option or Stock  Appreciation  Right,  exercise such Option or
                  Stock  Appreciation  Right to the extent that such Participant
                  was  entitled  to exercise  such Option or Stock  Appreciation
                  Right at the date of such cessation of Continuous  Service. If
                  the  Continuous  Service of a Participant to whom an Option or
                  Stock  Appreciation  Right  was  granted  by  the  Company  is
                  terminated  for Cause,  all  rights  under any Option or Stock
                  Appreciation   Right   of  such   Participant   shall   expire
                  immediately  upon the giving to the  Participant  of notice of
                  such termination.

                           (ii) If a  Participant  to whom an  Option  or  Stock
                  Appreciation   Right  was  granted  shall  cease  to  maintain
                  Continuous  Service due to Retirement,  such  Participant may,
                  but only within the period of three months,  in the case of an
                  Incentive  Stock  Option,  or  two  years,  in the  case  of a
                  Non-Qualified   Stock  Option  or  Stock  Appreciation  Right,
                  immediately  succeeding  such cessation of Continuous  Service
                  and in no event  after the  expiration  date of such Option or
                  Stock  Appreciation  Right,  exercise  such  Option  or  Stock
                  Appreciation  Right to the extent  that such  Participant  was
                  entitled to exercise such Option or Stock  Appreciation  Right
                  at the date of such cessation of Continuous Service.

                           (iii)  In the  event of the  death  of a  Participant
                  while in the Continuous Service of the Company or an Affiliate
                  or within the  periods  referred to in  paragraphs  (a)(i) and
                  (a)(ii)  of this  Section  6, the person to whom any Option or
                  Stock

                                      B-7


                  Appreciation  Right held by the Participant at the time of his
                  or her death is transferred by will or the laws of descent and
                  distribution  or  in  the  case  of an  Award  other  than  an
                  Incentive  Stock  Option,  pursuant  to a  qualified  domestic
                  relations order, as defined in the Code or Title I of ERISA or
                  the  rules  thereunder,   or  as  otherwise  permitted  to  be
                  transferred  under Section 10 of the Plan may, but only within
                  the  period of two years  immediately  succeeding  the date of
                  death  of  such  Participant,   and  in  no  event  after  the
                  expiration  date of such Option or Stock  Appreciation  Right,
                  exercise such Option or Stock Appreciation Right to the extent
                  that such  Participant was entitled to exercise such Option or
                  Stock  Appreciation  Right  immediately  prior  to his  death.
                  Following the death of any  Participant  to whom an Option was
                  granted  under the Plan,  irrespective  of whether any Related
                  Stock  Appreciation  Right shall have theretofore been granted
                  to the  Participant or whether the person entitled to exercise
                  such Related  Stock  Appreciation  Right desires to do so, the
                  Committee may, as an  alternative  means of settlement of such
                  Option,  elect to pay to the  person  to whom  such  Option is
                  transferred  as  permitted  by Section  10 of this  Plan,  the
                  amount  by which  the  Market  Value  per Share on the date of
                  exercise of such Option  shall  exceed the  exercise  price of
                  such Option,  multiplied  by the number of Shares with respect
                  to  which  such  Option  is  properly   exercised.   Any  such
                  settlement  of an Option  shall be  considered  an exercise of
                  such Option for all purposes of the Plan.

                           (iv)  Notwithstanding the provisions of subparagraphs
                  (i)  through  (iii)  above,  the  Committee  may,  in its sole
                  discretion,   establish   different   terms   and   conditions
                  pertaining  to  the  effect  of   termination  to  the  extent
                  permitted by applicable federal and state law.

             (b) Restricted Stock. Except as otherwise provided in this Plan, if
a Participant ceases to maintain  Continuous Services for any reason (other than
death, total or partial  disability or Retirement) unless the Committee,  in its
sole  discretion,  shall  otherwise  determine,  all shares of Restricted  Stock
theretofore  awarded  to  such  Participant  and  which  at  the  time  of  such
termination  of Continuous  Service are subject to the  restrictions  imposed by
paragraph (c)(i) of Section 5 shall upon such termination of Continuous  Service
be  forfeited  and returned to the Company.  Unless the  Committee,  in its sole
discretion,  shall  otherwise  determine,  if a  Participant  ceases to maintain
Continuous   Service  by  reason  of  death,  total  or  partial  disability  or
Retirement,   all  shares  of  Restricted  Stock  theretofore  awarded  to  such
Participant and which at the time of such termination of Continuous  Service are
subject to the restrictions  imposed by paragraph (c)(i) of Section 5 shall upon
such termination of Continuous  Service be free of restrictions and shall not be
forfeited.

             (c) Performance  Awards.  In the event that a Participant to whom a
Performance  Award has been granted shall cease to maintain  Continuous  Service
for any reason,  the rights of such  Participant or any person to whom the Award
may have been  transferred  as  permitted by Section 10 shall be governed by the
terms of the Plan and the applicable Award Agreement.

         7.  Adjustments  Upon Changes in   Capitalization.  In the event of any
             ---------------------------------------------
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any  reorganization,  recapitalization,  stock split,  stock dividend,
combination or exchange of shares,  merger,  consolidation  or any change in the
corporate  structure or Shares of the Company,  the maximum aggregate number and
class of shares and exercise price of the Award,  if any, as to which Awards may
be granted under the Plan and the number and class of shares and exercise  price
of the Award,  if any,  with respect to

                                      B-8


which Awards have been granted under the Plan shall be appropriately adjusted by
the  Committee,  whose  determination  shall be  conclusive.  Any Award which is
adjusted as a result of this Section 7 shall be subject to the same restrictions
as the original Award.

         8.  Effect of Merger on Options and Stock  Appreciation  Rights. In the
             -----------------------------------------------------------
case of any merger,  consolidation  or  combination of the Company (other than a
merger,  consolidation  or  combination  in which the Company is the  continuing
corporation and which does not result in the outstanding  Shares being converted
into or exchanged  for  different  securities,  cash or other  property,  or any
combination  thereof),  any Participant to whom an Option or Stock  Appreciation
Right  has  been  granted  shall  have  the  additional  right  (subject  to the
provisions  of the Plan and any  limitation  applicable  to such Option or Stock
Appreciation Right), thereafter and during the term of each such Option or Stock
Appreciation  Right,  to  receive  upon  exercise  of any such  Option  or Stock
Appreciation Right an amount equal to the excess of the fair market value on the
date of such exercise of the securities,  cash or other property, or combination
thereof, receivable upon such merger, consolidation or combination in respect of
a Share  over the  exercise  price of such Stock  Appreciation  Right or Option,
multiplied  by the number of Shares  with  respect to which such Option or Stock
Appreciation  Right shall have been exercised.  Such amount may be payable fully
in cash,  fully in one or more of the kind or kinds of property  payable in such
merger,  consolidation  or  combination,  or partly in cash and partly in one or
more of such kind or kinds of property, all in the discretion of the Committee.

         9. Effect of Change in  Control.  Each of the events  specified  in the
            ----------------------------
following  clauses (i) through (iii) of this Section 9 shall be deemed a "change
of  control":  (i) any third  person,  including a "group" as defined in Section
13(d)(3) of the  Securities  Exchange Act of 1934, as amended,  shall become the
beneficial  owner of shares of the Company  with respect to which 25% or more of
the total  number of votes for the  election  of the Board of  Directors  of the
Company may be cast, (ii) as a result of, or in connection with, any cash tender
offer,  merger  or other  business  combination,  sale of  assets  or  contested
election, or combination of the foregoing, the persons who were directors of the
Company  shall cease to  constitute  a majority of the Board of Directors of the
Company,  or (iii) the  stockholders  of the Company  shall approve an agreement
providing  either for a  transaction  in which the  Company  will cease to be an
independent publicly-owned corporation or for a sale or other disposition of all
or substantially all the assets of the Company. Upon a change in control, unless
the Committee shall have otherwise  provided in the applicable  Award Agreement,
any restrictions or vesting period with respect to any outstanding  Awards shall
lapse and all such Awards shall become fully vested in the  Participant  to whom
such Awards were awarded; provided,  however, that no Award which has previously
been exercised or otherwise terminated shall become exercisable.

         10. Assignments and Transfers. No Award granted under the Plan shall be
             -------------------------
transferable  otherwise  than by will or the laws of descent  and  distribution,
except that an Award other than an  Incentive  Stock  Option may be  transferred
pursuant to a qualified domestic relations order or by gift to any member of the
Participant's  immediate  family or to a trust for the benefit of one or more of
such immediate  family members.  During the lifetime of an Award  recipient,  an
Award  shall be  exercisable  only by the  Award  recipient  unless  it has been
transferred as permitted  hereby,  in which case it shall be exercisable only by
such transferee.  For the purpose of this Section 10, a Participant's "immediate
family" shall mean the Participant's spouse, children and grandchildren.

         11.  Employee Rights Under the Plan. No person shall have a right to be
              ------------------------------
selected as a Participant nor, having been so selected,  to be selected again as
a Participant  and no officer,  employee or other person shall have any claim or
right to be  granted  an Award  under the Plan or under any other

                                      B-9


incentive or similar plan of the Company or any Affiliate.  Neither the Plan nor
any action taken  thereunder shall be construed as giving any employee any right
to be retained  in the employ of or serve as a director or advisory  director of
the Company or any Affiliate.

         12.  Delivery and  Registration of Stock.  The Company's  obligation to
              -----------------------------------
deliver Shares with respect to an Award shall, if the Committee so requests,  be
conditioned upon the receipt of a representation as to the investment  intention
of the Participant to whom such Shares are to be delivered,  in such form as the
Committee  shall  determine  to be  necessary  or  advisable  to comply with the
provisions  of the  Securities  Act of 1933, as amended,  or any other  federal,
state  or  local   securities   legislation.   It  may  be  provided   that  any
representation  requirement shall become  inoperative upon a registration of the
Shares or other action  eliminating the necessity of such  representation  under
such Securities Act or other  securities  legislation.  The Company shall not be
required to deliver any Shares under the Plan prior to (i) the admission of such
Shares to listing on any stock exchange on which Shares may then be listed,  and
(ii) the completion of such  registration or other  qualification of such Shares
under any state or federal  law,  rule or  regulation,  as the  committee  shall
determine to be necessary or advisable.

         13. Withholding Tax. Upon the termination of the restricted period with
             ---------------
respect to any shares of Restricted  Stock (or at any such earlier time, if any,
that an election is made by the Participant  under Section 83(b) of the Code, or
any successor  provision thereto, to include the value of such shares in taxable
income),  the Company shall have the right to require the  Participant  or other
person  receiving  such  shares to pay the Company the amount of any taxes which
the Company is required to withhold  with  respect to such  shares,  or, in lieu
thereof, to retain or sell without notice, a sufficient number of shares held by
it to cover the amount required to be withheld. The Company shall have the right
to deduct from all dividends paid with respect to shares of Restricted Stock the
amount of any taxes which the Company is  required to withhold  with  respect to
such dividend payments.

         The Company  shall have the right to deduct  from all  amounts  paid in
cash with respect to the exercise of a Stock  Appreciation  Right under the Plan
any taxes  required by law to be withheld  with  respect to such cash  payments.
Where a Participant  or other person is entitled to receive  Shares  pursuant to
the exercise of an Option or Stock  Appreciation Right pursuant to the Plan, the
Company shall have the right to require the  Participant or such other person to
pay the  Company  the  amount of any taxes  which the  Company  is  required  to
withhold with respect to such Shares,  or, in lieu thereof,  to retain,  or sell
without notice, a number of such Shares  sufficient to cover the amount required
to be withheld.

         All withholding  decisions  pursuant to this Section 13 shall be at the
sole discretion of the Committee or the Company.

         14. Amendment or Termination.
             ------------------------

             (a)  Subject  to  paragraph  (b) of this  Section  14, the Board of
Directors of the Company may amend, alter,  suspend,  discontinue,  or terminate
the Plan at any time without the consent of shareholders or Participants, except
that  any  such  action  will  be  subject  to the  approval  of  the  Company's
shareholders if, when and to the extent such  shareholder  approval is necessary
or required for purposes of any applicable federal or state law or regulation or
the rules of any  stock  exchange  or  automated  quotation  system on which the
Shares  may then be  listed  or  quoted,  or if the  Board of  Directors  of the
Company, in its discretion, determines to seek such shareholder approval.

                                      B-10


             (b) Except as otherwise  provided  herein,  the Committee may waive
any  conditions  of or rights of the Company or modify or amend the terms of any
outstanding  Award.  The  Committee may not,  however,  amend,  alter,  suspend,
discontinue  or  terminate  any  outstanding  Award  without  the consent of the
Participant or holder thereof, except as otherwise herein provided.

         15.  Effective Date and Term of Plan.  The Plan shall become  effective
              -------------------------------
upon its  adoption  by the Board of  Directors  of the  Company,  subject to the
approval of the Plan by the  shareholders  of the Company.  It shall continue in
effect for a term of 15 years unless sooner terminated under Section 14 hereof.




                                      B-11




                                 REVOCABLE PROXY
                           META FINANCIAL GROUP, INC.

                ANNUAL MEETING OF SHAREHOLDERS o JANUARY 22, 2007

This proxy is being solicited by the Board of Directors of Meta Financial Group,
Inc.

The  undersigned  hereby  appoints the members of the Board of Directors of Meta
Financial Group, Inc. ("Meta Financial"),  and its survivors, with full power of
substitution, and authorizes them to represent and vote, as designated below and
in accordance with their judgment upon any other matters  properly  presented at
the annual meeting, all the shares of Meta Financial common stock held of record
by the  undersigned  at the close of business on November 27, 2006 at the annual
meeting  of  shareholders,  and at any and  all  adjournments  or  postponements
thereof.
--------------------------------------------------------------------------------
                                                               WITH-     FOR ALL
                                                     FOR       HOLD      EXCEPT
                                                     ---       ----      ------
I.   The election of  E. WAYNE COOLEY, J.            |_|       |_|         |_|
     TYLER HAAHR AND BRADLEY C. HANSON
     as directors for terms of three years.

Instructions:  To vote for all  nominees  mark  the box  "FOR"  with an "X".  To
withhold  your vote for all  nominees  mark the box  "WITHHOLD"  with an "X". To
withhold your vote for an individual  nominee mark the box "FOR ALL EXCEPT" with
an "X" and write the name of the nominee on the line provided below for whom you
wish to withhold your vote.

--------------------------------------------------------------------------------

                                                     FOR     AGAINST     ABSTAIN
                                                     ---     -------     -------
II.  Proposal to amend Meta Financial's 2002 Omnibus  |_|      |_|         |_|
     Incentive Plan.

--------------------------------------------------------------------------------


The Board of Directors  recommends a vote "FOR" the election of the  above-named
directors,  and  "FOR" the  proposal  to amend  Meta  Financial's  2002  Omnibus
Incentive Plan.

The undersigned acknowledges receipt from Meta Financial, prior to the execution
of this proxy,  of the Notice of Annual Meeting  scheduled to be held on January
22, 2007,  an Annual  Report to  Shareholders  for the year ended  September 30,
2006,  and a proxy  statement  relating to the  business to be  addressed at the
meeting.

This proxy, when properly executed,  will be voted in the manner directed herein
by the undersigned  shareholder(s).  If no direction is made, this proxy will be
voted FOR the  election of each of the  directors  set forth  herein and FOR our
proposal  to amend  Meta  Financial's  2002  Omnibus  Incentive  Plan.  Should a
director nominee be unable to serve as a director,  an event that Meta Financial
does not  currently  anticipate,  the  persons  named in this proxy  reserve the
right, in their discretion,  to vote for a substitute  nominee designated by the
Board of Directors.

                                                   Dated:
                                                           ---------------------
PRINTED NAME OF SHAREHOLDER
         APPEARS  HERE                      ------------------------------------
                                                   SIGNATURE OF SHAREHOLDER

                                            ------------------------------------
                                                   SIGNATURE OF SHAREHOLDER


Please sign  exactly as your name  appears  above on this card.  When signing as
attorney,  executor,  administrator,  trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.

                              fold and detach here
--------------------------------------------------------------------------------



      PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THE ATTACHED PROXY IN
               THE ENCLOSED PRE-ADDRESSED, POSTAGE-PAID ENVELOPE.

This proxy may be revoked at any time  before it is voted by  delivering  to the
Secretary of Meta  Financial,  on or before the taking of the vote at the annual
meeting,  a written notice of revocation bearing a later date than this proxy or
a later dated proxy relating to the same shares of Meta Financial  common stock,
or by  attending  the annual  meeting  and voting in person.  Attendance  at the
annual meeting will not in itself  constitute the revocation of a proxy. If this
proxy is properly revoked as described  above,  then the power of such attorneys
and proxies shall be deemed terminated and of no further force and effect.